AIMCO PESTICIDES LIMITED - Bombay Stock Exchange · 2018-10-03 · AIMCO PESTICIDES LIMITED 2...

AIMCO PESTICIDES LIMITED31ST ANNUAL REPORT

2017-2018

BOARD OF DIRECTORSMr. Dushyant Patel(Chairman & Non-Executive, Independent Director)

Mr. Ramgopal Kaja(Non-Executive, Independent Director)

Mr. B. B. Bhawsar(Non-Executive, Independent Director)

Mrs. Elizabeth Shrivastava(Managing Director)

Mr. Pradeep P. DaveExecutive Director

Dr. Samir P. DaveExecutive Director

Mr. Ashit P. DaveExecutive Director

Compliance Officer / Company Secretary #Mr. Ninad Sahasrabuddhe# (w.e.f. September 8, 2017)

REGISTERED OFFICEB - 1/1, MIDC Industrial Area,Lote Parshuram, Village: Awashi, Taluka: Khed,District: Ratnagiri,Maharashtra 415 707

HEAD OFFICEAimco House,Akhand Jyoti, 8th Road,Santacruz (East),Mumbai 400 055Tel. No. 91-22-67604000Fax No. 91 - 22 67604060/4070Website: www.aimcopesticides.comE-mail: [email protected]

FACTORYB - 1/1, MIDC Industrial Area,LoteParshuram, Village: Awashi, Taluka: Khed, District: Ratnagiri,Maharashtra 415 707

AUDITORS REGISTRAR & SHARE TRANSFER AGENTM/s J. Dwarkadas& Co.Chartered Accountants12, Kaushik, North South Road No. 1,Vile Parle (East), Mumbai – 400 056

Link Intime India Private LimitedC 101, 247 Park, L.B.S.Marg,Vikhroli (West), Mumbai - 400083

CONTENTS PageNotice ............................................................................................................................................. 2Board of Directors' Report .............................................................................................................. 9Corporate Governance Report ...................................................................................................... 40Management Discussion and Analysis Report ............................................................................... 54

Standalone Financial StatementIndependent Auditor’s Report ......................................................................................................... 57Balance Sheet ................................................................................................................................ 62Statement of Profit and Loss .......................................................................................................... 63Cash Flow Statement ..................................................................................................................... 64Significant Accounting Policies ....................................................................................................... 66Notes Forming Part of Financial Statements .................................................................................. 75

Consolidated Financial StatementIndependent Auditor’s Report ......................................................................................................... 103Consolidated Balance Sheet .......................................................................................................... 108Consolidated Statement of Profit and Loss .................................................................................... 109Consolidated Cash Flow Statement ............................................................................................... 110Consolidated Significant Accounting Policies ................................................................................. 112Consolidated Notes Forming Part of Financial Statements ............................................................ 122Proxy Form and Attendance Slip .................................................................................................... 151

AIMCO PESTICIDES LIMITED

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NOTICENOTICE is hereby given that the 31st (Thirty First) Annual General Meeting of the Members of AIMCO PESTICIDES LIMITED will be held at the Registered Office of the Company at B-1/1, MIDC Industrial Area, Lote Parshuram, Village: Awashi, Taluka: Khed, District: Ratnagiri, Maharashtra- 415 707 on Friday, September 28, 2018, at 11.00 a.m. to transact the following business.ORDINARY BUSINESS:1. To receive, consider and adopt the Standalone and Consolidated Statement of Accounts for the Financial

Year ended March 31, 2018 together with the reports of the Board of Directors and Auditors thereon.2. To declare dividend of Re. 1 per equity share of ` 10/- each for the financial year ended March 31, 2018.3. To appoint a Director in place of Dr. Samir Dave (DIN: 00184680) who retires by rotation and being

eligible, offers himself for re-appointment.SPECIAL BUSINESS:4. To consider and if thought fit, to pass with or without modification(s), the following resolution for appointment

and remuneration of M/s N. Ritesh & Associates, Cost Accountant having Firm Registration No: R100675 as an ORDINARY RESOLUTION:

“RESOLVED THAT pursuant to provisions of Section 148(3) of the Companies Act, 2013 (“the Act”) read with Rule 14(a) of the Companies (Audit and Auditors) Rules, 2014, recommendation of the Audit Committee and approval by the Board of Directors at its meeting dated May 25, 2018, a remuneration of ` 60,000/-p.a. (Rupees Sixty Thousands Only) plus out of pocket expenses and Goods and Service Tax and other taxes as may be applicable for conducting the audit of the cost accounting records of the Company for the financial year 2018-19 to M/s. N. Ritesh & Associates, Cost Accountant having Firm Registration No: R100675, be and is hereby approved.

RESOLVED FURTHER THAT the Board of Director(s) / Company Secretary of the Company be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

By Order of the Board of DirectorsFor AIMCO PESTICIDES LIMITED

Sd/-Ninad SahasrabuddheACS No. 52226Company Secretary and Compliance Officer

Place: MumbaiDate: August 14, 2018

Registered Office:B- 1/1, MIDC Industrial Area,Lote Parshuram, Village: Awashi Taluka: Khed,District: Ratnagiri, Maharashtra 415 707.

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NOTES:1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A

PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE PROXY, IN ORDER TO BE EFFECTIVE, MUST BE DULY COMPLETED, STAMPED AND SIGNED AND SHOULD BE RECEIVED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

A person can act as a proxy on behalf of the Members not exceeding fifty (50) and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A Member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder. A proxy form is sent herewith. Proxies submitted on behalf of the Companies, societies etc., must be supported by an appropriate resolution/authority, as applicable. The Proxy-holder shall prove his identity at the time of attending the Meeting.

2. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, in respect of the Special Business as set out above is annexed hereto.

3. The Register of Members and Share Transfer Books of the Company will remain closed from Saturday, September 22, 2018 to Friday, September 28, 2018 (both days inclusive).

4. Map of venue of the AGM is given hereunder.

5. The Company’s Registrar and Transfer Agents for its Share Registry Work (Physical and Electronic) is M/s. Link Intime India Private Limited having their Registered Office at C 101, 247 Park, L.B.S.Marg, Vikhroli (West), Mumbai - 400083.

6. Members are requested to furnish/ update the details of their address, e-mail address, bank account details, relevant information for availing various approved/permissible modes of electronic funds transfer facilities viz. Electronic Clearing Services (ECS), National Electronic Funds Transfer (NEFT), Real Time Gross Settlement (RTGS), etc. to prevent fraudulent encashment of dividend warrants, whenever issued:(i) to their Depository Participants (DPs) in respect of their shareholdings in electronic (demat) form, and(ii) to the Company’s Registrar & Share Transfer Agents namely, M/s. Link Intime India Private Limited

in respect shareholdings in physical form.7. Members are requested to:

(i) send all share transfer lodgements (Physical mode) / correspondence to the Registrar and Share Transfer Agent upto the date of book closure.


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(ii) write to the Compliance Officer of the Company for their queries or if desirous of obtaining any information(s), concerning the accounts and operations of the Company, at the Company’s Registered Office at least seven days before the date of the Annual General Meeting in order to enable the management to keep the information ready at the meeting.

(iii) quote Registered Folio Number or DP ID/ Client ID in all the correspondence.8. For the convenience of the Members, attendance slip is enclosed in the Annual Report. Members/ Proxy

Holders/Authorized Representatives are requested to fill in and sign at the space provided therein and submit the same at the venue of the Meeting. Proxy/Authorized Representatives of Members should state on the attendance slip as ‘Proxy’ or ‘Authorized Representative’, as the case may be. Further, those who hold shares in demat form are requested to write their Client Id and DP Id and those who hold shares in physical forms are requested to write their folio number on the attendance slip for easy identification at the meeting.

9. Corporate Members intending to send their representatives to attend the Meeting are requested to send to the Company a Certified True copy of the Board Resolution authorizing their representatives to attend and vote at the Meeting on their behalf.

10. As per the provisions of Section 72 of the Companies Act, 2013 read with the Companies (Share Capital and Debentures) Rules, 2014 facility for making nominations is available for shareholders in respect of the physical shares held by them. Form SH-13 for making nomination can be obtained from RTA. The duly filled in nomination form shall be sent to Link Intime India Private Limited at the above mentioned address. Members holding shares in electronic form may contact their respective Depository Participants for availing this facility.

11. Members, who are holding Shares in identical order of names in more than one Folio, are requested to apply to the Company/ RTA along with the relevant Share Certificates for consolidation of such Folios in one Folio.

12. Members are informed that in case joint holders attend the Meeting, only such joint holder who is higher in the order of names in the Register of Members/Beneficial Holders will be entitled to vote.

Dr. Samir Dave (DIN 00184680), an Executive Director [Whole Time Director],who retires by rotation at the Annual General Meeting and being eligible, offers himself for re-appointment.

Pursuant to the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 and as mandated under Secretarial Standards- 2 issued by the Institute of Company Secretaries of India (ICSI) effective from July 01, 2015, brief resume of the Directors seeking appointment or re-appointment at the forthcoming Annual General Meeting, nature of their expertise in specific functional areas, names of the Companies in which they hold Directorships and the Memberships/ Chairmanships of Committees of the Board and their shareholding in the Company, are annexed hereto. The Directors have furnished the relevant consents, declarations, etc. for their appointment/ reappointment.

13. All documents referred to in the accompanying notice are open for inspection at the Registered Office of the Company between 10.00 a.m. and 12.00 (Noon) on any working day except on Public Holiday, Saturday & Sunday, up to and including the date of the ensuing Annual General Meeting of the Company.

14. As a measure of economy, copies of the Annual Report will not be distributed at the Annual General Meeting. Shareholders are, therefore, requested to kindly bring their copies at the time of attending the Meeting.

The Company has designated an exclusive email-id viz. [email protected] to enable investors to register the complaints, if any.

15. As per Sections 101,136 and other applicable provisions of the Act, read with the rules made there under and circulars issued by the Ministry of Corporate Affairs, Companies can now send various reports, documents, communications, including but not limited to annual report to its members through electronic mode at their registered e-mail addresses. The Company believes in green initiative and is concerned about the environment. Hence, Annual Report including inter alia the Report of the Board of Directors, Auditors’ Report, Balance Sheet, Statement of Profit and Loss, Cash Flow Statement, Notice of this AGM, instructions for e-voting, attendance slip, proxy form, etc. is being sent by electronic mode to all Members

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whose e-mail addresses are registered with the Company/ RTA / depositories unless a Member has requested for a hard copy of the same. For Members who have not registered their e-mail addresses, physical copies of the relevant documents are being sent by the permitted mode.

To support “Green initiative”, members who have not registered their e-mail addresses, so far, are requested to register their e mail addresses with their depository participants, in respect of electronic holdings. Members holding shares in physical form are requested to kindly register their e-mail addresses with the Company’s R&TA at their above mentioned address. Annual Report is also available on the Company’s website at www.aimcopesticides.com and made available for inspection at the Registered Office of the Company during the business hours.

16. Payment of dividend as recommended by the Board of Directors, if declared at the Meeting, will be made on or after Monday, the 28th September, 2018, to the Members whose names stand on the Company’s Register of Members on Thursday, the 21st September, 2018 and to the Beneficial Owner(s) as per the Beneficiary List at the close of business hours on Thursday, the 21st September, 2018, provided by the National Securities and Depository Limited and Central Depository Services (India) Limited.

Payment of dividend will be made through National Electronic Clearing Service (NECS) at the RBI Centres by crediting the dividend amount to the Bank Accounts of the shareholders wherever relevant information is made available to the Company. Members holding shares in physical form and covered under the RBI Centers who have not furnished the requisite information and who wish to avail of the NECS facility to receive dividend from the Company, may furnish the information to M/s. Link Intime India Private Limited, the Registrars and Transfer Agents. Members holding shares in electronic form may furnish the information to their depository participants in order to receive dividend through the NECS mechanism.

17. Voting through electronic means:A. In compliance with the provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the

Companies (Management and Administration) Rules, 2014 and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide members the facility to exercise their right to vote at the 31st Annual General Meeting (AGM) by electronic means. The Company has appointed Central Depository Services Limited (CDSL) for facilitating e-voting.

B. Members are requested to note that the Company is providing facility for remote e-voting and the business as given in the notice of 31st AGM may be transacted through electronic voting system. It is hereby clarified that it is not mandatory for a Member to vote using the remote e-voting facility. The members shall note that the facility for voting shall also be provided at the meeting through poll paper and the members (as on cut-off date) attending the meeting who has not casted their vote by remote e-voting shall be able to exercise their voting rights at the meeting. If the members have already cast their vote by remote e-voting prior to the meeting they may attend the meeting but shall not be entitled to cast their vote again and Vote cast by them at the meeting, if any, shall be treated as invalid.

C. A Member may avail of the facility at his/her/its discretion, as per the instructions provided herein:(i) The voting period begins on Tuesday, September 25, 2018 at (9:00a.m. IST) and ends on

Thursday, September 27, 2018 (05:00 p.m. IST). During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of Friday, September 21, 2018 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) The shareholders should log on to the e-voting website www.evotingindia.com.(iii) Click on Shareholders Tab.(iv) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,c. Members holding shares in Physical Form should enter Folio Number registered with the

Company.


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(v) Next enter the Image Verification as displayed and Click on Login.(vi) If you are holding shares in demat form and had logged on to and voted on an earlier voting of

any company, then your existing password is to be used.(vii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical FormPAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department

(Applicable for both demat shareholders as well as physical shareholders)• Members who have not updated their PAN with the Company/Depository

Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN Field.

• In case the sequence number is less than 8 digits enter the applicable number of O's before the number after the first two characters of the name in CAPITAL letters. E.g. If your name is Ramesh Kumar with sequence number 1then enter RA00000001 in the PAN Field.

DOB Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format.

Dividend Bank Details

Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio.• Please enter the DOB or Dividend Bank Details in order to login. If the details

are not recorded with the depository or company please enter the member id /folio number in the Dividend Bank details field as mentioned in instruction (iv)

(viii) After entering these details appropriately, click on “SUBMIT’ tab.(ix) Members holding shares in physical form will then directly reach the Company selection screen. However,

members holding shares in demat form will now reach ‘Password Creation menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xi) Click on the EVSN of Aimco Pesticides Limited to vote.(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/

NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and

option NO implies that you dissent to the Resolution.(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT’. A confirmation box will be

displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.(xvi) You can also take out print of the voting done by you by clicking on “Click here to print” option on the

Voting page.(xvii) If demat account holder has forgotten the same password then enter the User ID and the image verification

code and click on Forgot Password & enter the details as prompted by the system.(xviii) Note for Non-Individual Shareholders and Custodians:

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to and register themselves as Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected]

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• After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.

• The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and E-voting manual available at www.evotingindia.co.in under help section or write an email to [email protected].

D. The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date i.e. Friday, September 21, 2018.

E. E-voting period will commence from Tuesday, September 25, 2018 at (9:00a.m. IST) and will end on Thursday, September 27, 2018 (05:00 p.m. IST).

F. Mr. Rahul Sahasrabuddhe (FCS: 6254 and CP: 13578), Practising Company Secretary has been appointed as the Scrutinizer to scrutinize the remote e-voting process in a fair and transparent manner, whose email address is [email protected]

G. The Scrutinizer shall within a period not exceeding three (3) working days from the conclusion of the e-voting period unblock the votes in the presence of at least Two (2) witnesses not in the employment of the Company and make a Scrutinizer’s Report of the votes cast in favour or against, if any, forthwith to the Chairman of the Company.

H. The Chairman or the authorised person shall declare the results of the voting forthwith and the results declared along with the report of the scrutinizer shall be placed on the website of the Company i.e. and on the website of CDSL i.e. www.evotingindia.co.in. The Company shall also simultaneously forward the results to BSE where its shares are listed.

A brief profile and other details of Directors being appointed/ re-appointed as required under Securities Exchange Board of India (Listing obligation & Disclosure Requirements), Regulations, 2015

Name of the Director Dr. Samir P. DaveDirector Identification Number 00184680Date of Birth 15/01/1967Date of joining the Board 30/05/1995Qualification Ph. D. in Synthetic Organic Chemistry,

(Bombay University)Profile of the Director - Dr. Samir Dave has wide experience in organic synthesis,

research and process development with over 20 years of extensive proficiency in the industry of pesticides. Currently he heads the R&D and production activities of the Company.-Dr. Samir Dave has been instrumental in introducing various new molecules in last decade. He is also founder Director of Agrocare a Global Agrochemical Association registered at Belgium. Also a Board Member of “Agriculture Skill Council of India” (Govt. of India.)

Directorship in other Companies (excluding Private and Foreign Companies)

1.Amisco Agro-Chem Limited2. Aimco Ecoscience Limited3. Agriculture Skill Council of India

Directorships and Committee membershipsin other companies

NIL

Relationships between Directors interested NIL


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Registered Office:B- 1/1, MIDC Industrial Area,Lote Parshuram, Village: Awashi Taluka: Khed,District: Ratnagiri, Maharashtra 415 707.

Explanatory Statement pursuant to Section 102(2) of the Companies Act, 2013Item No: 4The Board of Directors, at its meeting held on May 25, 2018, based on recommendation of the Audit Committee, approved the appointment of M/s. N. Ritesh & Associates, Cost Accountants having Firm Registration No: R100675, as the Cost Auditor of the Company for the Financial Year 2018-19 at a fees of ` 60,000/- p.a. (Rupees Sixty Thousand Only) plus out of pocket expenses, Goods and Service Tax and other taxes as may be applicable for conducting the audit of the cost accounting records.Section 148(3) of the Companies Act, 2013 (“the Act”) read with Rule 14(a) of the Companies (Audit and Auditors) Rules, 2014, requires the Board to appoint an individual, who is a Cost Accountant in Practice or a firm of Cost Accountants in Practice, as Cost Auditor on the recommendations of the Audit committee, which shall also recommend remuneration for such Cost Auditor and such remuneration shall be considered and approved by the Board of Directors and ratified subsequently by the shareholders.The resolution contained in Item no.4 of the accompanying notice; accordingly, seek members’ ratification for fixation of remuneration of Cost Auditor of the Company for the financial year 2018-19.None of the Directors of the Company is in anyway concerned or interested in the proposed resolution.




Registered Office:B- 1/1, MIDC Industrial Area,Lote Parshuram, Village: Awashi, Taluka: Khed,District: Ratnagiri, Maharashtra 415 707.

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DIRECTORS’ REPORTToThe Members,AIMCO PESTICIDES LIMITEDThe Board of Directors are pleased to present 31st (Thirty First) Annual Report and the audited financial statements of Aimco Pesticides Limited (‘the Company‘) for the financial year ended March 31, 2018.1. FINANCIAL PERFORMANCE OF THE COMPANY: The financial highlights of the Company are given below: (` in Lakh)

Particulars 2017-18 2016-17Total Income 11,537.96 10,395.86Total Expenditure(excluding Depreciation) 10,640.51 9,156.51Profit for the year before providing for Depreciation 897.45 1239.35Less: Depreciation 98.05 60.12Profit Before Tax 799.40 1,179.22Less: Provision for TaxationCurrent Year (294.21) (231.17)Deferred Tax 1.34 198.54Profit After Tax 505.53 1,146.59

Notes: The above financial results have been prepared in accordance with Indian Accounting Standards (“IND-

AS”) as specified under Section 133 of Companies Act, 2013 (“the Act”) read with the Companies (Indian Accounting Standards) Rules, 2015.

The Company has adopted IND-AS from 1st April, 2017 with transition date from 1st April, 2016. Accordingly, the results for the year ended 31st March, 2018 have been prepared in accordance with IND-AS. Consequently, results for the year ended 31st March, 2017 have been restated to make them comparable.

2. PERFORMANCE REVIEW: The highlights of the Company’s performance (Standalone) for the year ended March 31, 2018 are as

under:• Total Income increased by 7.01% to ` 11,537.96 Lakh• PBDT decreased by 27.59% to ` 897.45 Lakh• Profit Before Tax decreased by 32.21% to ` 799.40 Lakh• Net Profit decreased by 55.91% to ` 505.53 Lakh

Financial performance review (Consolidated) The Company achieved a consolidated turnover of ` 109.20 Crore for the year ended March 31, 2018, an

increase of 6.57%, as compared to ` 102.47 Crore in the previous year. Your company continues with its task to rebuild business with long term goals based on its intrinsic

strength, brand, and quality of service, customer relationships and streamlining operations.3. BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR/STATE OF COMPANY’S

AFFAIR: The Company operates in the field of manufacturing of Agrochemicals and is a major player in

insecticides, fungicides and herbicides, in India & across the world. Aimco Pesticides Limited is the leader in Chlorpyrifos, Triclopyr & its formulations. During the year under review, there was no change in nature of business activity.


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4. FUTURE OUTLOOK: Your company will continue to add new molecules to its portfolio to further consolidate its position in

the industry in future. To consolidate its market position your company shall continue to upgrade its manufacturing technology and facilities as well as add new molecules to its product portfolio. Your Company has highly qualified and dedicated team of professionals in various work profile to focus on quality improvement in existing products, marketing the products to prevailing customers and exploring new domestic and overseas customers for the Company. Your company enjoys excellent brand value from its local and overseas customers.

5. DIVIDEND: The Board of Directors at its meeting held on 25th May, 2018 have recommended final dividend of Re.

1/- per equity share (i.e. 10%) on 95,82,513 fully paid up equity shares of ` 10/- each for the Financial Year ended 31st March, 2018, subject to the approval of the members at the forthcoming Annual General Meeting.

6. DIRECTORS & KEY MANAGERIAL PERSONNEL: In accordance with the requirements of the Companies Act, 2013 and Articles of Association of the

Company, Dr. Samir P Dave (DIN:00184680), Executive Director [Whole Time Director] of the Company, is due to retire by rotation and being eligible, offered himself, for re-appointment pursuant to provision of Section 152 of the Act.

The Company has received declarations u/s149 (7) of the companies Act, 2013 (the Act), from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed both under the Act read with SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 with Stock Exchange. The Company has also received Disclosure of Interest by Directors as per the provisions of Section 184 of the Companies Act, 2013.

The Company believes that the Board be continuously empowered with the latest knowledge and development in the Company’s business and the external forces affecting the industry in which Company operates. The details of process for familiarization to Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put upon the website of the Company at the link: www.aimcopesticides.com.

Further, brief resume of the directors proposed to be appointed/re-appointed, relevant information, nature of their expertise in specific functional areas, names of the companies in which they hold directorships and the memberships/chairmanships of Committees of the Board and their shareholding in the Company, as stipulated under Securities Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, have been furnished separately in the Notice convening the 31st Annual General Meeting read with the Annexure thereto forming part of this Report.

Details of the number of meetings of the Board of Directors have been furnished in the Report on Corporate Governance.

7. REMUNERATION POLICY: The Board has, on the recommendation of the Nomination and Remuneration Committee, framed and

adopted the policy for selection and appointment of Directors, senior management and their remuneration. The policy lays down criteria for selection of directors and senior management such as expertise, experience and integrity of the directors, independent nature of the directors, personal and professional standing, diversity of the Board, etc. The remuneration policy lays down the entitlements of remuneration to non-executive directors such as sitting fees, commission and other reimbursement. Remuneration to Managing Director and other Executive Directors will be consisting of monthly salary, allowances, perquisites, bonus, commission and other retirement benefits. In respect of senior management, the remuneration will be based on the performance, working of the Company, targets achieved, industry benchmark and current compensation trends in the industry. The details of Nomination and Remuneration Committee meetings are stated in the Corporate Governance Report.

The following policies of the Company are attached herewith marked as Annexure-1:

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a) Policy for selection of Directors & senior Management and determining Directors independence; andb) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company.

9. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has devised appropriate systems and framework for adequate internal financial controls with reference to financial statements commensurate with the size, scale and complexity of its operations including proper delegation of authority, policies and procedures, effective IT systems aligned to business requirements, risk based internal audit framework, risk management framework and whistle blower mechanism.

The Audit Committee regularly reviews the internal control system to ensure that it remains effective and aligned with the business requirements. In case weaknesses are identified as a result of the reviews, new procedures are put in place to strengthen controls.

The Company has implemented various policies such as code of conduct, whistle-blower policy, Related Party Transaction, Risk Management Policy, Corporate social responsibility policy, etc. and relevant policies have been placed on the website of the Company at the link: www.aimcopesticides.com

10. AUDITORS AND AUDIT REPORTS:A) Statutory Auditors: M/s. J. Dwarkadas & Co., Chartered Accountants were appointed as Auditors of the Company, for

a term of five years, at the Annual General Meeting held on 27th September, 2017. The Statutory Auditor(s) has confirmed that they are not disqualified from continuing as Auditor(s) of the Company.

The Statutory Auditor has made following observation(s) on the financial statement(s) of the Company and the Management reply for the same is as under:

Sr. No.

Auditors' Observation Management Reply

1. Basis for Qualified Opinion:Remuneration of ` 25,35,000 paid by the Company to its Managing Director in Financial Year 2014-15 is subject to approval/clarification by the Central Government. (see note 28.5 of the Financial Statements)

The observations, comments made in the Auditors' Report read together with relevant notes thereon are self-explanatory.

The Company had written letter(s) to the Ministry of Corporate Affairs seeking clarification in respect of the approval order passed by the Ministry as to the amount of remuneration payable to the Managing Director. The reply from the Ministry is still awaited.

B) Internal Auditor: The Company has appointed M/s. Abhay Bhagat & Co. Chartered Accountant, Mumbai as an Internal

Auditor of the Company, for three financial years, starting from FY 2018-19 to 2020-21, to conduct internal audit and intimate discrepancies if any, and report the same is to the Audit Committee and Statutory Auditor on the relevant matters from time to time.

C) Cost Auditors: M/s. N. Ritesh & Associates, Cost Accountants, Mumbai having Firm Registration No: R100675 have

been appointed as the Cost Auditors of the Company to carry out Cost Audit of the Company in respect of FY 2018-19. Further, Cost Audit Report for the financial year 2016- 17 has been filed with


12

Ministry of Corporate Affairs on 17/10/2017. The Cost Audit Report in respect of financial year 2017- 18 will be filed with Ministry of Corporate Affairs within prescribed time period.

D) Secretarial Auditors: Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Rahul Padmakar Sahasrabuddhe & Associates, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for the financial year 2018-19 and issue Secretarial Audit Report. Secretarial Audit Report issued by M/s. Rahul Padmakar Sahasrabuddhe & Associates for the financial year 2017-18 in Form MR-3 forms part of this report and marked as Annexure- 2.

The Secretarial Auditor has made following observation(s) and the Management reply for the same is as under:

Sr. No.

Auditors' Observation Management Reply

1.

2.

The Company has paid remuneration to the Managing Director of ` 25, 35,000/- in earlier year is subject to approval/ clarification by the Central Government.The Company has unspent CSR expenditure, which is being carried forward to next year.

The Company have written a letter to the Ministry of Corporate Affairs seeking clarification in respect of the approval order passed by the Ministry as to the amount of remuneration payable to the Managing Director. The reply from the Ministry is still awaited.

The officials of the Company had series of meetings and detailed discussions with number of NGOs partners to actively support and channelize the activities/projects/programs to be undertaken by the Company in line with its CSR objectives. The Company is constantly in search of a suitable NGO Partner for channelizing funds for its CSR spending(s).

11. SHARE CAPITAL: The paid up share capital of the Company as on 31st March, 2018 is ̀ 9,58,25,130 comprising of 95,82,513

equity shares of ` 10/- each. During the year, the Company raised additional equity share capital by issuance of 3,46,000 equity shares

of ̀ 10/- each, at a price of ̀ 168/- per equity share through preferential allotment/private placement basis, issued to the Non Promoter Allottees at its board meeting held on 2nd December, 2017.

12. EXTRACT OF THE ANNUAL RETURN: Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of the annual return

in Form MGT - 9 prepared in compliance with the provisions of Section 92(3) of the Companies Act, 2013 for the financial year ended March 31, 2018, is attached as Annexure - 3 and forms an integral part of this report

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, annual return is provided on the web site of the Company at www.aimcopesticides.com.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information as per Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Account) Rules, 2014 with respect to conservation of energy, technology absorption & foreign exchange earnings and outgo are given in Annexure- 4 forming part of this report.

14. DETAILS OF COMMITTEES OF THE BOARD: At present, the Board has Four (4) Committees: the Audit Committee, Nomination and Remuneration

Committee, Stakeholders’ Relationship Committee and Corporate Social Responsibility Committee. The Composition of various committees and compliances, are as per the applicable provisions of the Companies Act, 2013 along with the Rules and Securities Exchange Board of India (Listing obligation

13

& Disclosure Requirements) Regulations, 2015. The brief details of various Committees are provided separately in the Corporate Governance report.I. Audit Committee Composition: The Board has an Audit Committee in conformity with the provisions of Section 177 of the Companies

Act, 2013 and as per Regulation 18 of Securities Exchange Board of India (Listing obligations & Disclosure Requirements) Regulations, 2015 which comprises of Three (3) Directors. Mr. Ninad Sahasrabuddhe, Company Secretary and Compliance Officer of the Company, acted as Secretary of the Committee during the financial year 2017-2018.

The composition of the Audit Committee is as follows:

Name Designation CategoryMr. Ramgopal Kaja (DIN: 00140047) Chairman Non-Executive, IndependentMr. Dushyant Patel (DIN: 00009714) Member Non-Executive, IndependentMr. Bansilal Bhawsar (DIN: 00107014) Member Non-Executive, Independent

All the members of the Audit Committee are financially literate and have accounting or related financial management expertise as required under the Companies Act, 2013 and Regulation 18 of Securities Exchange Board of India (Listing obligations & Disclosure Requirements) Regulations, 2015.

The scope and terms of reference of the Audit Committee have been amended in accordance with the Act and the Listing Agreement entered in to with the Stock Exchanges as per Securities Exchange Board of India (Listing obligations & Disclosure Requirements) Regulations, 2015.

During the year under review, the Board of Directors of the Company had accepted all the re-commendations of the Audit Committee.

II. Nomination and Remuneration Committee: The Board has a Nomination and Remuneration Committee in conformity with the provisions of Section

178 of the Companies Act, 2013 which comprises of Three (3) Directors. Mr. Ninad Sahasrabuddhe, Company Secretary and Compliance officer of the Company, acted as Secretary of the Committee during the financial year 2017-2018.

The composition of Nomination and Remuneration Committee is as follows:

Name Designation CategoryMr. Ramgopal Kaja (DIN: 00140047) Chairman Non-Executive,IndependentMr. Dushyant Patel (DIN: 00009714) Member Non-Executive,IndependentMr. Bansilal Bhawsar (DIN: 00107014) Member Non-Executive,Independent

Your Company has devised the Nomination Policy for the appointment of Directors and Key Managerial Personnel (KMP) of the Company who have ability to lead the Company towards achieving sustainable development. The company has also framed Policy relating to the remuneration of Directors, Key Managerial Personnel and other Employees.

III. Stakeholders Relationship Committee: The Board has a Stakeholders’ Relationship Committee in conformity with the provisions of Section

178 of the Companies Act, 2013 which comprises of Three (3) Directors. Mr. Ninad Sahasrabuddhe, Company Secretary and Compliance officer of the Company, acted as Secretary of the Committee during the financial year 2017-2018.

The composition of Stakeholders Relationship Committee is as follows:

Name Designation CategoryMr. Ramgopal Kaja (DIN: 00140047) Chairman Non-Executive, IndependentMr. Pradeep Dave (DIN: 00184598) Member Executive, Non IndependentMr. Ashit Dave (DIN: 00184760) Member Executive, Non Independent


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Your Company has sound mechanism to deal with and resolve the shareholders grievances in respect of share transfer(s), transmission(s), non-receipt of annual report and/or dividend etc. and other related activities.

IV. Corporate Social Responsibility Committee: The Board has a Corporate Social Responsibility Committee inconformity with the provisions of

Section 135 of the Companies Act, 2013 which comprises of Three (3) Directors. Mr. Ninad Sahasrabuddhe, Company Secretary and Compliance officer of the Company, acted as

Secretary of the Committee during the financial year 2017-2018. The composition of Corporate Social Responsibility Committee is as follows:

Name Designation CategoryMr. Dushyant Patel (DIN: 00009714) Chairman Non-Executive,IndependentDr. Samir Dave (DIN: 00184680) Member Executive, Non IndependentMr. Ashit Dave (DIN: 00184760) Member Executive, Non Independent

Your company aims to be one of the most respected corporate citizens in India, delivering superior and sustainable value to all our customers, business partners, stakeholders and employees.

Corporate Social Responsibility (CSR) is a company’s commitment to operate in economically, socially and environmentally sustainable manners, while recognizing the interest of all its stakeholders.

15. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Policy is gender neutral.

No complaints pertaining to sexual harassment were received during the Financial Year 2017-18.16. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES: The Vigil Mechanism of the Company, which incorporates a whistle blower policy in terms of the Regulation

22 of Securities Exchange Board of India (Listing obligations& Disclosure Requirements) Regulations, 2015, is to provide platform to Directors and Employees to report their concerns. Your company has established transparent system to safeguard any person using this mechanism from victimization and inappropriate/ exceptional cases, there is direct access to approach Mr. Ramgopal Kaja (DIN:00140047), Chairman of the Audit Committee.

Protected disclosures can be made by a whistleblower through hand-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company’s website at the link: www.aimcopesticides.com.

17. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS: The Board of Directors met seven (7) times during the financial year. The intervening gap between any

two meetings was not more than 120 days as prescribed by the Companies Act, 2013. Details of date of Board meetings are provided separately in Corporate Governance report.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186: Particulars of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013,

are given in the notes to the financial statements provided in this Annual Report.19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: The Company, during the year, has entered into transactions, as specified under section 188(1) of the

Companies Act, 2014, with related parties. Accordingly, the disclosure of Related Party Transactions to be provided under section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 forming part of Board Report as per Annexure-5. The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website and can be accessed at the Website: www.aimcopesticides.com.

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Your Directors draw your attention to Note No. 31 to the financial statements which set out related party disclosures.

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

All Related Party Transactions are approved by the Audit Committee. Prior omnibus approval is obtained from the Audit Committee in respect of the transactions which are repetitive in nature. The transactions entered into pursuant to the omnibus approval so granted are reviewed on a quarterly basis by the audit committee.

20. DIRECTORS’ RESPONSIBILITY STATEMENT: As stipulated under section 134 (3) (c) read with Section 134(5) of the Companies Act, 2013, your

Directors hereby state and confirms that:a) In preparation of the annual accounts for the financial year ended March 31, 2018, the applicable

accounting standards had been followed and there are no material departures from the same;b) The Directors had selected such accounting policies and applied them consistently and made

judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit and loss of the Company for the year ended on that date;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis;e) The Directors have laid down internal financial control to be followed by the Company and that such

internal financial controls are adequate and are operating effectively during the financial year ended March 31, 2018; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively during the financial year ended March 31, 2018.

21. MANAGERIAL REMUNERATION: Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act

read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure-6 to this Report.

22. CORPORATE GOVERNANCE: The Company has successfully implemented and complied with all the requirements and disclosures

of the Code of Corporate Governance as required under Listing Agreement (as amended) entered in to with the Stock Exchange as per Securities Exchange Board of India (Listing obligations& Disclosure Requirements) Regulations, 2015. A report on Corporate Governance as stated above, is attached separately in the annual report.

23. CORPORATE SOCIAL RESPONSIBILITY The Company has constituted the Corporate Social Responsibility Committee of the Board of Directors,

in accordance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014 as amended.

The brief outline of the CSR Policy including overview of programs undertaken, if any, the composition of CSR Committee, average net profits of the company for the past three financial years, prescribed CSR expenditure and details of amounts spent by the Company during the year, if any, have been disclosed as an annexure to this report.


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24. RISK MANAGEMENT: The Company’s robust Risk Management Framework (RMF) identifies and evaluates all the risks that

the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks. The Company recognizes that these risks need to be managed and mitigated to protect its shareholders and other stakeholders, to achieve its business objectives and enable sustainable growth.

The risk framework is aimed at effectively mitigating the Company’s various business and operational risks, through strategic actions. Risk management is Integral part of our critical business activities, functions and processes. The risks are reviewed for the change in the nature and extent of the major risks identified since the last assessment. It also provides control measures for risks and future action plans.

The Audit Committee oversees Enterprise Risk Management Framework to ensure execution of decided strategies with focus on action and monitoring risks arising out of unintended consequences of decisions or actions and related to performance, operations, compliance, incidents, processes, systems and transactions are managed appropriately.

The Company believes that the overall risk exposure of present and future risks remains within risk capacity.

RMF is prepared to ensure robust internal controls and effectively respond to any changes in the business environment so as to achieve high degree of business performance, limit any negative impact on its working and avail of benefits arising out of any business opportunities. Key business risks perceived by the Company and mitigating initiatives are as under:i) Industry Risk: Agrochemicals industry is prone to risks arising out of indifferent weather conditions

such as excess rains, scanty rains, unseasonal rains etc. This can lead to demand fluctuation and industry downturn. To mitigate these risks, the Company has expanded its global reach to almost all countries in the world. With increase in demand for food due to increase in population, use of agrochemicals will keep on rising. The Company has a large portfolio of agrochemicals with diverse applications. The Company has an efficient supply chain, hence product movement is very swift.

ii) Key inputs risk: Non-availability of key inputs and raw materials can adversely affect the production planning and subsequent sales. To mitigate these risks, the Company has its own manufacturing facilities for some key raw materials. Multiple vendor databases are created to ensure smooth supply of various raw materials. The Company enters into long term contracts with suppliers for some key inputs which ensure timely supply and price stability.

25. FORMAL ANNUAL EVALUATION MADE BY BOARD OF ITS OWN PERFORMANCE AND OF ITS COMMITTEE AND OF INDIVIDUAL DIRECTORS:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and as per Regulation 17 of Securities Exchange Board of India (Listing obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well as evaluation of working of committees of Board of Directors.

Executive Directors were evaluated on the basis of targets / criteria given to them by the board from time to time as well as per their terms of appointment. Independent Directors, being evaluated by entire board except of Director being evaluated, on meeting their obligations connected with their independence criteria as well as adherence with the requirements of professional conduct, roles, functions and duties specifically applicable to Independent Directors as contained in Schedule IV to the Companies Act, 2013. Chairman and other Non-Independent Directors were being evaluated by Independent Directors, who also reviewed the performance of secretarial department. Performance evaluation of the Committees and that of its members in effectively discharging their duties, were also being carried out by board.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance valuation of the non-executive directors and executive directors. The said Policy is put upon the website of the Company at the link: www.aimcopesticides.com.

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The overall performance of Chairman, Executive Directors and Non-Executive Directors of the Company is satisfactory. The review of performance was based on criteria of performance, knowledge, analysis, quality of decision making etc.

26. DECLARATION GIVEN BY INDEPENDENT DIRECTORS: The Company has received necessary declarations from all the Independent Directors confirming that

they meet the criteria of Independence as prescribed under the Section 149 (6) of the Companies Act, 2013 and Securities Exchange Board of India (Listing obligations& Disclosure Requirements) Regulations, 2015 entered with the stock exchanges.

27. INDUSTRIAL RELATIONS: During the year under review, your Company enjoyed amiable relationship with workers and employees

at all levels. The Company truly believes that People are its biggest assets. With the rate of growth of the organization,

the concentration was on making the Company brand more contemporary, explaining what “doing things better” means to each of the stakeholders and focusing on the Core Values of the Company.

With a mission to be among the top 5 agrochemical companies in the Country, such values that would echo a collective mindset and voice to reach this common objectives are framed. HR processes, like Talent acquisition, Performance Management and Leadership Development are strengthened further keeping the Values in Focus. By providing a inspiring environment to learn and grow, promoting teamwork and mutual working, focusing on competency development and career growth, and respecting people and showing concern for them.

The Company has an enviable history of talent retention. The attrition rate has been very low and it has been able to manage people aspirations and career growth aligned to the business needs and growth. There has been great success with the Supply chain excellence program and a number of people in the supply chain team were rewarded for their contribution in making the program a success.

28. SUBSIDIARY AND ASSOCIATE COMPANIES: As on March 31, 2018 your Company has two Subsidiary Companies viz. M/s. Aimco Ecoscience Limited

and M/s. Aimco International FZE and one associate company viz. M/s. KR Aimco Agro LLP. Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the

financial statement of a company’s subsidiary or subsidiaries, associate company or companies and joint venture or ventures is given as “Annexure-7” [Performance and financial position of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement]

Further, the Annual Accounts and related documents of the subsidiary companies shall be kept open for inspection at the registered office of the Company. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same. Further, in accordance with Indian Accounting Standards (“IND-AS”), Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its subsidiary.

29. CODE OF CONDUCT: The Board of Directors has approved a Code of Conduct which is applicable to the Members of the

Board and all employees in the course of day to day business operations of the company. The Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings/behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as “code of business conduct” which forms an Appendix to the Code. The Code has been posted on the Company’s website.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.


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30. PREVENTION OF INSIDER TRADING: The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate

trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code. The Compliance officer is entrusted with responsibility of overseeing, the compliances prescribed in connection with prevention of Insider Trading.

31. DETAILS OF TOP TEN EMPLOYEES IN TERMS OF REMUNERATION : - As per Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,

the company is required to disclose the details of top ten employees in terms of remuneration drawn by them in the Financial Year 2017-18 which are given as under:

Sr. No.

Employee Name

Designation RemunerationPer Annum

Nature of employment

(whether contractual

or otherwise)

Qualification and

Experience

Date of commence-

ment of employee

Last employment

held by employee

before joining the company

Percentage of Equity

shares held

Age

1 Mrs. Elizabeth

Shrivastava

Managing Director

40,35,000 Contractual M.Sc. (Biochemistry) from University

of Mumbai

12.08.1987 - 0.17 65 Years

2 Mr. Pradeep P. Dave

Director 40,36,800 Contractual B. Sc. (Chemistry)

from University of Mumbai

12.08.1987 - 9.77 75 Years

3 Dr. Samir P. Dave

Director 34,14,000 Contractual Ph.D in Organic

Chemistry (Dept. of

University of Mumbai)

30.05.1995 - 5.98 51 Years

4 Mr. Ashit P. Dave

Director 34,14,000 Contractual B.Com, MEP -IIM

Ahmedabad

20.08.1996 - 2.84 47 Years

5 Mr. J N Shah General Manager

29,58,000 Non Contractual

B.Sc. 26.09.1978 - - 61 Years

6 Mr. Hiren Shah

Purchase Manager


Diploma in Chemical

Engineering

07.10.1996 - - 40Years

7 Ms. Priya Surati

Accounts Manager


B.Com 27.01.2004 - - 38 Years

8 Mr. G. S.Chaugule

Quality Controller


B.Sc 01.01.1997 - - 47 Years

9 Ms. Sheeba Manoj

Export Assistant


B.Sc 01.02.2009 - - 50 Years

10 Mr. Pravin Pawar

Registration Assistant


B.Sc, PG Diploma in Agriculture Business

Management

22.02.2010 - - 34 Years

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32. LISTING WITH STOCK EXCHANGES: The Company confirms that it has paid the Annual Listing Fees for the financial year 2018-19 to BSE

Limited where the Company’s Shares are listed.33. OTHER DISCLOSURES/REPORTING: Your Directors state that no disclosure or reporting is required in respect of the following items as there

were no transactions on these items during the year under review:a) Details relating to deposits covered under Chapter V of the Act.b) Issue of equity shares with differential rights as to dividend, voting or otherwise.c) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.d) Joint Venture(s).e) Details of payment of remuneration or commission to Managing Director or Joint Managing Director

of the Company from any of its subsidiaries, Joint Venture/Associate Company.f) Voting rights which are directly exercised by the employees in respect of shares for the subscription/

purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially holds shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

g) Any significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

34. ACKNOWLEDGEMENTS: Your Directors express their deep gratitude for the co-operation and support extended to the Company

by its Members, customers, suppliers, bankers and various government agencies. Your Directors also place on record the commitment and involvement of the employees at all levels and looks forward to their continued co-operation.

For and on behalf of the Board ofAimco Pesticides Limited

Sd/- Sd/-Elizabeth Shrivastava Ashit DaveManaging Director Executive Director(DIN: 00184865) (DIN: 00184760)

Date: August 14, 2018Place: Mumbai


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ANNEXURE 1AIMCO PESTICIDES LIMITED

CIN: L24210MH1987PLC044362NOMINATION AND REMUNERATION POLICY

(With effect from 12.02.2015)This Nomination and Remuneration Policy is being formulated in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Clause 49 of the Listing Agreement, as amended from time to time. This policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee (NRC or the Committee) and has been approved by the Board of Directors.DEFINITIONS“Remuneration” means any money or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the Income-tax Act, 1961;“Key Managerial Personnel” means:i) Managing Director, or Chief Executive Officer or Manager and in their absence, a Whole-time Director;ii) Chief Financial Officer;iii) Company Secretary; andiv) such other officer as may be prescribed.“Senior Managerial Personnel” mean the personnel of the company who are members of its core management team excluding Board of Directors. Normally, this would comprise all members of management, of rank equivalent to General Manager and above, including all functional heads.OBJECTIVEThe objective of the policy is to ensure that• The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate

directors of the quality required to run the company successfully;• Relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

and• Remuneration to directors, key managerial personnel and senior management involves a balance

between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

ROLE OF THE COMMITTEEThe role of the NRC will be the following:• To formulate criteria for determining qualifications, positive attributes and independence of a Director.• To formulate criteria for evaluation of Independent Directors and the Board.• To identify persons who are qualified to become Directors and who may be appointed in Senior

Management in accordance with the criteria laid down in this policy.• To carry out evaluation of Director’s performance.• To recommend to the Board the appointment and removal of Directors and Senior Management.• To recommend to the Board policy relating to remuneration for Directors, Key Managerial Personnel and

Senior Management.• To devise a policy on Board diversity, composition, size.• Succession planning for replacing Key Executives and overseeing.• To carry out any other function as is mandated by the Board from time to time and / or enforced by any

statutory notification, amendment or modification, as may be applicable. To perform such other functions as may be necessary or appropriate for the performance of its duties.

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APPOINTMENT AND REMOVAL OF DIRECTOR, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENTa) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the

person for appointment as Director, KMP or at Senior Management level and recommend his / her appointment, as per Company’s Policy.

b) A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has authority to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the position.

c) The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution.

TERM / TENUREa) Managing Director/Whole-time Director: The Company shall appoint or re-appoint any person as its

Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

b) Independent Director: An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board’s report.

No Independent Director shall hold office for more than two consecutive terms of upto maximum of 5 years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director.Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company or such other number as may be prescribed under the Act.EVALUATIONThe Committee shall carry out evaluation of performance of Director, KMP and Senior Management Personnel yearly or at such intervals as may be considered necessary.REMOVALThe Committee may recommend with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the Companies Act, 2013, rules and regulations and the policy of the Company.RETIREMENTThe Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.POLICY FOR REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT PERSONNEL1) Remuneration to Managing Director / Whole-time Directors:

• The Remuneration/ Commission etc. to be paid to Managing Director / Whole-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company.


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• The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director / Whole-time Directors.

2) Remuneration to Non- Executive / Independent Directors:• The Non-Executive / Independent Directors may receive sitting fees and such other remuneration as

permissible under the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors.

• All the remuneration of the Non- Executive / Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197 (5) of the Companies Act, 2013) shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the case may be.

3) Remuneration to Key Managerial Personnel and Senior Management:• The remuneration to Key Managerial Personnel and Senior Management shall consist of fixed pay

and incentive pay, in compliance with the provisions of the Companies Act, 2013 and in accordance with the Company’s Policy.

• The Fixed pay shall include monthly remuneration, employer’s contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as decided from to time.

• The Incentive pay shall be decided based on the balance between performance of the Company and performance of the Key Managerial Personnel and Senior Management, to be decided annually or at such intervals as may be considered appropriate.

IMPLEMENTATIONThe Committee may issue guidelines, procedures, formats, reporting mechanism and manuals in supplement and for better implementation of this policy as considered appropriate.The Committee may Delegate any of its powers to one or more of its members.

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ANNEXURE 2 Form No. MR - 3

SECRETARIAL AUDIT REPORTFor the Financial year ended March 31, 2018

[Pursuant to section 204(1) of the Companies Act, 2013 andRule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,The Members,Aimco Pesticides LimitedWe have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Aimco Pesticides Limited (hereinafter called ‘the Company’). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended March 31, 2018(“the Audit Period”) complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended March 31, 2018 according to the provisions of:(i) The Companies Act, 2013 (‘the Act’) and the rules made thereunder;(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made thereunder;(iii) The Depositories Act, 1996 and the Regulations and bye-laws framed thereunder;(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent

of Foreign Direct Investment ;(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India

Act, 1992 (‘SEBI Act’):-a. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015.b. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)

Regulations, 2011;c. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;d. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2009;e. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations,

2014; (Not Applicable to the Company, during the Audit Period)f. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,

2008;(Not Applicable to the Company, during the Audit Period)g. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations, 1993 regarding the Companies and dealing with Client;h. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009;

(Not Applicable to the Company, during the Audit Period)i. The Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1989; (Not

Applicable to the Company, during the Audit Period)(vi) Other laws applicable to the Company are :

1. The Insecticides Act, 1968 and Rules 19712. Fertilizer Control (Order),1985 and Amendment order ,20173. Factories Act, 1948 read with The Maharashtra Factories (Control of Industrial Major Accidents

Hazards) Rules, 2003.4. The Environment (Protection) Act, 1986 read with the Manufacture, Storage and Imports of

Hazardous Chemicals Rules, 1989.


24

We have also examined compliance by the Company with the Secretarial Standards (SS-1 and SS-2) issued by the Institute of Company Secretaries of India (ICSI).During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above.We have relied on the representations made by the Company and its Officers for systems and mechanisms formed by the Company for compliances under other generally applicable Acts, Laws and Regulations to the Company.We further report thatThe Company has paid remuneration to the Managing Director of ` 25, 35,000/- in earlier year is subject to approval/ clarification by the Central Government.The Company has unspent CSR expenditure, which is being carried forward to next year.We further report that;The Board of Directors of the Company necessarily to have a proper balance of Executive Directors, Non-Executive Directors and Independent Directors as per SEBI (Listing Obligations and Disclosure Requirements), 2015 read with the provisions of Section 152 of the Companies Act, 2013. During the audit period, the Board comprised of seven (7) Directors, out of these, three (3) Directors are Non-Executive –Independent and four (4) are Executive Directors including a women director designated as a Managing Director. The Chairman of the Board is an Independent and Non-Executive Director.Adequate notice is given to all the directors to schedule the Board and Committee Meetings, agenda and detailed notes on agenda were sent at least seven days in advance (except in cases where the meeting was held at a shorter notice), and there is a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.All decisions at Board Meetings and Committee Meetings are carried out either unanimously or majority as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be. There were no dissenting views by any member of the Board of Directors during the period under review.We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.We further report that during the audit period, the Company proposed to issue 4,96,000 equity shares of ` 10/- each to the promoter and non promoter allottees through preferential allotment/private placement basis. However, BSE Limited, the exchange on which the shares of the Company are listed granted its In-Principle approval to the equity shares proposed to be issued to non promoter allottees only. Accordingly, the Company has issued and allotted 3,46,000 equity shares of ̀ 10/- each (issued at ̀ 168/-) through preferential allotment/private placement basis to the non promoter allottees.

For Rahul Padmakar Sahasrabuddhe & AssociatesCompany Secretaries

Sd/-Rahul SahasrabuddheProprietorMembership No: 13578CP No: 6254


25

To,The Members,Aimco Pesticides LimitedSecretarial Audit Report is to be read along with this letter.1. The compliance of provisions of all laws, rules, regulations, standards applicable to Aimco Pesticides

Limited (hereinafter called ‘the Company’) is the responsibility of the management of the Company. Our examination was limited to the verification of records and procedures on test check basis for the purpose of issue of the Secretarial Audit Report.

2. Maintenance of secretarial and other records of applicable laws is the responsibility of the management of the Company. Our responsibility is to issue Secretarial Audit Report, based on the audit of the relevant records maintained and furnished to us by the Company, along with explanations where so required.

3. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial and other legal records, legal compliance mechanism and corporate conduct. The verification was done on test check basis to ensure that correct facts as reflected in secretarial and other records were produced to us. We believe that the processes and practices we followed, provides a reasonable basis for our opinion for the purpose of issue of the Secretarial Audit Report.

4. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

5. Wherever required, we have obtained the management representation about the compliance of laws, rules and regulations and major events during the audit period.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For Rahul Padmakar Sahasrabuddhe & AssociatesCompany Secretaries

Sd/-Rahul SahasrabuddheProprietorMembership No: 13578CP No: 6254



26

ANNEXURE 3 FORM NO. MGT 9

EXTRACT OF ANNUAL RETURNas on financial year ended on 31.03.2018

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration ) Rules, 2014.

I REGISTRATION & OTHER DETAILS:

i CIN L24210MH1987PLC044362ii Registration Date 12-08-1987iii Name of the Company AIMCO PESTICIDES LIMITEDiv Category/Sub-category of the

CompanyCompany Limited by shares/Indian Non-Government Company

v Address of the Registered office& contact details

B-1/1, MIDC Industrial Area, Lote Parshuram, Village: Awashi, Taluka: Khed, District: Ratnagiri, Maharastra 415 707 Tel. No. 91-22-6760400 Fax: 91-22-67604060 Email Id: [email protected]

vi Whether listed company Yesvii Name , Address & contact details

of the Registrar & Transfer Agent, if any.

Link Intime India Private Limited C 101, 247 Park, L.B.S. Marg, Vikhroli (West) Mumbai 400 083 Tel: 022-4918 6270/60/00 Fax: 022-4918 6060 Email Id: [email protected]

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY: All the business activities contributing 10% or more of the total turnover of the company shall be stated:

SL No

Name & Description of main products/services NIC Code of theProduct /service

% to total turnoverof the company

1 Manufacturing and export of Pesticides 2021 100%

III PARTICULARS OF HOLDING , SUBSIDIARY & ASSOCIATE COMPANIES:

Sl No

Name & Address of the Company CIN/GLN HOLDING/SUBSIDIARY/ASSOCIATE

% OFSHARES

HELD

APPLICABLESECTION

1 AIMCO ECOSCIENCE LIMITED Address: Akhand Jyoti, 8th Road, Santacruz (East) Mumbai 400 055

U24110MH-2011PLC218589

Subsidiary Company

100.00% 2 (87) (ii)

2 AIMCO INTERNATIONAL FZE Address: PO Box No. 60869, 304, Al Bakhit Centre, Deira, Dubai

7715 Subsidiary Company

100.00% 2 (87) (ii)

3 KR AIMCO AGRO LLP Address: Akhand Jyoti, 8th Road, Santacruz (East) Mumbai 400 055

AAI-9013 Associate Company

49.99% 2 (6)

27

IV SHAREHOLDING PATTERN (Equity Share capital Break up as % to total Equity)(i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change in HoldingDemat Physical Total % of

Total Shares

Demat Physical Total % of Total

SharesA. Promoters(1) Indiana) Individual/HUF 18,38,230 1,49,285 19,87,515 21.52% 20,12,627 0 20,12,627 21.00% -0.52%b) Central Govt. or

State Govt.0 0 0 0 0 0 0 0

c) Bodies Corporates

28,71,726 16,199 28,87,925 31.27% 28,87,925 0 28,87,925 30.14% -1.13%

d) Bank/FI 0 0 0 0 0 0 0 0.00% 0.00%e) Any other 0 0 0 0 0 0 0 0.00% 0.00%SUB TOTAL:(A) (1) 47,09,956 1,65,484 48,75,440 52.78% 49,00,552 0 49,00,552 51.14% -1.64%(2) Foreigna) NRI- Individuals 0 0 0 0 0 0 0 0 0.00%b) Other

Individuals0 0 0 0 0 0 0 0 0.00%

c) Bodies Corp. 0 0 0 0 0 0 0 0 0.00%d) Banks/FI 0 0 0 0 0 0 0 0 0.00%e) Any other… 0 0 0 0 0 0 0 0 0.00%SUB TOTAL (A) (2) 0 0 0 0 0 0 0 0 0.00%Total Shareholding of Promoter(A)= (A)(1)+(A)(2)

47,09,956 1,65,484 48,75,440 52.78% 49,00,552 0 49,00,552 51.14% -1.64%

B. PUBLIC SHARE HOLDING(1) Institutionsa) Mutual Funds 0 3,000 3,000 0.03% 0 3,000 3,000 0.03% 0.00%b) Banks/FI 0 100 100 0.00% 140 100 240 0.00% 0.00%C) Central govt 0 0 0 0 0 0 0 0 0.00%d) State Govt. 0 0 0 0 0 0 0 0 0.00%e) Venture Capital

Fund0 0 0 0 0 0 0 0 0.00%

f) Insurance Companies

0 0 0 0 0 0 0 0 0.00%

g) FIIS 0 3,600 3,600 0.04% 0 3,600 3,600 0.04% 0.00%h) Foreign

Venture Capital Funds

0 0 0 0 0 0 0 0 0.00%

i) Others (specify) 0 0 0 0 0 0 0 0 0.00%SUB TOTAL (B)(1): 0 6,700 6,700 0.07% 140 6,700 6,840 0.07% 0.00%


28

Category of Shareholders

No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change in HoldingDemat Physical Total % of

Total Shares

Demat Physical Total % of Total

Shares(2) Non

Institutionsa) Bodies

corporatesi) Indian 2,49,325 46,586 2,95,911 3.20% 3,15,017 46,586.00 3,61,603 3.77% 0.57%ii) Overseas 0 0 0 0 0 0 0 0 0.00%b) Individualsi) Individual

shareholders holding nominal share capital upto `1 lakhs

17,70,282 10,44,018 28,14,300 30.47% 21,95,500 10,36,581 32,32,081 33.73% 3.26%

ii) Individuals shareholders holding nominal share capital in excess of ` 1 lakhs

8,72,079 43,487 9,15,566 9.91% 7,39,189 0 7,39,189 7.71% -2.20%

c) Others (specify)d) Clearing

Member 56,066 0 56,066 0.61% 53,828 0 53,828 0.56% -0.05%

e) Non Resident Indians (Repat)

36,369 52,500 88,869 0.96% 71,421 50,600 1,22,021 1.27% 0.31%

f) Non Resident Indians (Non Repat)

28,026 0 28,026 0.30% 30,365 0 30,365 0.32% 0.02%

g) Directors/Relatives

3,235 0 3,235 0.04% 3,235 0 3,235 0.03% -0.01%

h) Trusts 175 0 175 0.00% 175 0 175 0.00% 0.00%j) Hindu

Undivided Family

1,52,225 0 1,52,225 1.65% 1,32,624 0 1,32,624 1.38% -0.27%

SUB TOTAL (B)(2): 31,67,782 11,86,591 43,54,373 47.14% 35,41,354 11,33,767 46,75,121 48.79% 1.65%Total Public Shareholding(B)= (B)(1)+(B)(2)

31,67,782 11,93,291 43,61,073 47.22% 35,41,494 35,41,494 46,81,961 48.86% 1.64%

C. Shares held by Custodian for

GDRs & ADRsGrand Total (A+B+C)

78,77,738 13,58,775 92,36,513 100.00% 84,42,046 35,41,494 95,82,513 100.00% 0.00%

29

(ii) SHARE HOLDING OF PROMOTERS

Sr No.

Shareholders Name

Shareholding at thebeginning of the year

Shareholding at theend of the year

% change in share holding

during the year

No. of shares

% of total shares of the

company

% of shares pledged encum-bered to

total shares

No. of shares


company

% of shares pledged encum-bered to

total shares1 AIMCO

INVESTMENTS PRIVATE LIMITED

5,46,345 5.91% - 5,46,345 5.70% - -0.21%

2 SAMIR PRADEEPBHAI DAVE

5,52,718 5.98% - 5,52,718 5.77% - -0.21%

3 PRADEEP P DAVE HUF

1,45,775 1.58% - 1,45,775 1.52% - -0.06%

4 PRADEEP P DAVE

9,02,081 9.77% - 9,02,091 9.41% - -0.36%

5 ASHIT PRADEEP DAVE

2,61,945 2.84% - 2,61,945 2.73% - -0.11%

6 TARLIKA PRADEEP DAVE

1,03,700 1.12% - 1,28,812 1.34% - 0.22%

7 ELIZABETH P SHRIVASTAVA

15,286 0.17% - 15,286 0.16% - -0.01%

8 JAYENDRA P DAVE

10 0.00% - - 0.00% - 0.00%

9 AIMSCO AGRO-CHEM LIMITED

21,21,298 22.96% - 21,21,298 22.14% - -0.82%

10 AURANGABAD OIL EXTRACTION CO. PVT. LTD

2,20,282 2.38% - 2,20,282 2.30% - -0.08%

11 MEGHNA SAMIR DAVE

6,000 0.06% - 6,000 0.06% - 0.00%

Total 48,75,440 52.78% - 49,00,552 51.14% - -1.64%(iii) CHANGE IN PROMOTERS’ SHAREHOLDING ( SPECIFY IF THERE IS NO CHANGE)

Share holding at the beginning of the Year

Cumulative Share holding during the year

No. of Shares


company

No. of shares


companyAt the beginning of the year 48,75,440 52.78%Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)

25,112 -0.016

At the end of the year 49,00,552 51.14%


30

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters & Holders of GDRs & ADRs)

Sr. No

For Each of the Top 10 Shareholders Shareholding at the end of the year

Cumulative Shareholding during the year

No. of shares


company

No. of shares


company1 LINCOLN P COELHO

At the beginning of the year 240000 2.5984%Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)

0 -0.0938%

At the end of the year (or on the date of separation, if separated during the year)

240000 2.5046%

2 GREAM TRADERS AND EXPORTERS PVT LTDAt the beginning of the year 0 0Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)

200000 2.0871%


200000 2.0871%

3 AMBIKA ANIL RAIKAAt the beginning of the year 0 0Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)

100000 1.0436%


100000 1.0436%

4 DEVIKA ANANDAt the beginning of the year 43425 0.4701%Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)

0 -0.0169%


43425 0.4532%

31

Sr. No



No. of shares


company

No. of shares


company5 HIREN BABULAL SHAH

At the beginning of the year 48000 0.5197%Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)

-7250 -0.1023%


40750 0.4174%

6 SHREANS DAGAAt the beginning of the year 0 0Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)

40000 0.4174%


40000 0.4174%

7 KAUSHIK DAGAAt the beginning of the year 0 0Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)

40000 0.4174%


40000 0.4174%

8 B.LAVANYAAt the beginning of the year 0 0Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)

40000 0.4174%


40000 0.4174%


32

Sr. No



No. of shares


company

No. of shares


company9 SAURABH MOHNOT

At the beginning of the year 0 0Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)

38740 0.4043%


38740 0.4043%

10 PRAKASH BEEDIES LIMITEDAt the beginning of the year 37500 0.406%Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)

0 -0.0147%


37500 0.3913%

(v) Shareholding of Directors & KMP

For Each of the Directors & KMP Shareholding at the end of the year


No. of shares


company

No. of shares


companyAt the beginning of the year 17,32,030 18.76%Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)

- - - -

At the end of the year 17,32,030 18.76%

V INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment

(Amount in `)

Secured Loans excluding Deposits

UnsecuredLoans

Deposits TotalIndebtedness

Indebtness at the beginning of the financial yeari) Principal Amount - - 24,96,398 24,96,398ii) Interest due but not paid - - - -iii) Interest accrued but not due - - - -Total (i+ii+iii) - - 24,96,398 24,96,398

33

Secured Loans excluding Deposits

UnsecuredLoans

Deposits TotalIndebtedness

Change in Indebtedness during the financial yearAdditions - - 9,25,000 9,25,000Reduction - - 1,00,000 1,00,000Net Change - - 8,25,000 8,25,000Indebtedness at the end of the financial yeari) Principal Amount - - 33,21,398 33,21,398ii) Interest due but not paid - - - -iii) Interest accrued but not due - - - -Total (i+ii+iii) - - 33,21,398 33,21,398

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA. Remuneration to Managing Director, Whole time director and/or Manager:

(Amount in `)Sr. No

Particulars of Remuneration

Name of the MD/WTD/Manager Total Amount

1 Gross salary Mr. Pradeep P. Dave

Dr. Samir Dave

Mr. Ashit P. Dave

Mrs. Elizabeth Shrivastava

(a) Salary as per provisions contained in section 17(1) of the Income Tax. 1961.

38,56,800 32,34,000 32,34,000 38,55,000 1,41,79,800

(b) Value of perquisites u/s 17(2) of the Income tax Act, 1961

1,80,000 1,80,000 1,80,000 1,80,000 7,20,000

(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961

0

2 Stock option - - - - -3 Sweat Equity - - - - -4 Commissionas % of

profit others (specify)- - - - -

5 Others, please specify - - - - -Total (A) 40,36,800 34,14,000 34,14,000 40,35,000 1,48,99,800

B. Remuneration to other directors:(Amount in `)

Sr.No


Name of the Directors Total Amount

1 Independent Directors Kaja Ramgopal

Dushyant Dahyabhai Patel

Bansilal Bhagchand Bhawsar

(a) Fee for attending board committee meetings

96,000 96,000 90,000 2,82,000

(b) Commission - - - -(c ) Others, please specify - - - -Total (1) 96,000 96,000 90,000 2,82,000


34

Sr.No


Name of the Directors Total Amount

1 Independent Directors Kaja Ramgopal

Dushyant Dahyabhai Patel

Bansilal Bhagchand Bhawsar

2 Other Non Executive Directors(a) Fee for attendingboard committee meetings

- - - -

(b) Commission - - - -(c ) Others, please specify.

- - - -

Total (2) - - - -Total (B)=(1+2) 96,000 96,000 90,000 2,82,000Total Managerial Remuneration

2,82,000

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sr. No.


Key Managerial Personnel

1 Gross Salary CEO CompanySecretary

CFO Total

(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961.

- 3,16,167.00 32,34,000.00 35,50,167.00

(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961

- - 1,80,000.00 1,80,000.00

(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961

- - - -

2 Stock Option - - - -3 Sweat Equity - - - -4 Commission

as % of profitothers, specify

- - - -

5 Others, please specify - - - -Total 3,16,167.00 34,14,000.00 37,30,167.00

VII PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES

There were no penalties, punishment or compounding of offences during the year ended March 31, 2018.

35

ANNEXURE 41. CONSERVATION OF ENERGY

• Energy Conservation Measures taken: Company has created task force to keep continuous watch on the energy consumption, this task force

is also authorized to look in to the matter of conservation of energy and recommend to the management measure of improvement in energy consumption. This task force keeps continuous watch on improvement on steam to fuel ratio in Boiler so that energy can be conserved. Augmentation of the cooling towers and utility pumps were regularly carried out. Vigilant observation on fuel & power has resulted in better utilization. Replacement of all the mercury vapour lamps with LED lamps is currently initiated and planned to finish by next year. These changes have resulted in savings in fuel and electricity costs. For the next year, replacement of large cooling motors and large ejectors with more power and fuel efficient system is planned. This will result in large power & fuel saving.

• Total energy ConsumptionPower & Fuel Consumption

2017-2018 2016-20171. Electricity

a) Purchase Units ` 9.45 Lakh 8.22 Lakh Total Amount ` 73.18 Lakh ` 68.66 Lakh Rate/ Unit ` 7.75 ` 8.31b) Own Generation Diesel 5.41 KL 6.61 KL Total Amount ` 3.29 Lakh ` 3.85 Lakh Cost/Unit ` 20.64 `18.58

2. Solid Fuel Quantity 2726.80 MT 2801.68 MT Total Amount ` 77.03 Lakh ` 80.91 Lakh Average Rate ` 2.83 ` 2.89

2. TECHNOLOGY ABSORPTION• R & D: Working closely with customers in the marketplace, Aimco Pesticides Limited recognizes the requirement

for the highest level of support in product research, development and registration. The Company’s R&D strategy is to continue to invest in innovative formulations which are essential to the growth of agro chemical companies.I. Specific areas in which R&D carried out by the company: It is mainly carried out in the field of process developments / modification for Agrochemical, Fine

Chemicals & Pharmaceutical intermediates.II. Benefits derived as a result of the above R&D: New processes to manufacture Herbicide and Insecticide were commercialized. Production efficiency

has improved substantially.III. Future Plan of Action: Contract R & D & Toll manufacturing for foreign & large local companies, new export market

registrations are actively pursued and inventing cost efficient processes.IV. Expenditure on R&D:

a. Capital ` 32.91 Lakhb. Recurring ` 111.80 Lakhc. Total ` 144.71 Lakhd. Total R&D expenditure as a percentage of total turnover 1.34 %

3. FOREIGN EXCHANGE EARNING & OUTGO• Your company is Government registered Export House & has been taking keen interest for developing new

export markets for its products.• Total Foreign Exchange used & earned During the year foreign exchange outgo was ` 4301.01 Lakh The foreign exchange earned on export was ` 7299.24 Lakh


36

ANNEXURE 5FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.1. Details of contracts or arrangements or transactions not at arm’s length basis.

Name of the Related Party & nature of relationship

Nature of Contract / arrangement / transaction

Duration of the contracts or arrangements or transactions

Salient terms of the contracts or arrangements or transaction including the value, if any

Date of Approval by the Board, if any.

Amount paid as advances, if any

NOT APPLICABLE

2. Details of contracts or arrangements or transactions at Arm’s length basis.

Name of the Related Party & nature of relationship

Nature of Contract / arrangement / transaction

Duration of the contracts or arrangements or transaction

Salient terms of the contracts or arrangements or transaction including the value, if any

Date of Approval by the Board, if any.

Amount paid as advances, if any

Mr. Ashit P. Dave (HUF)

Rent Paid 1 Year Amount paid towards usage of property owned Mr. Ashit P. Dave (HUF), towards office purpose amounting to ` 10,20,000

May 30, 2017

N.A.

Dr. Samir P. Dave (HUF)

Rent Paid 1 Year Amount paid towards usage of property owned Dr. Samir P. Dave (HUF) towards office purpose amounting to ` 10,20,000

May 30, 2017

N.A.

Mr. Pradeep P. Dave (HUF)

Rent Paid 1 Year Amount paid towards usage of property owned Mr. Pradeep P. Dave (HUF)towards office purpose amounting to ` 6,60,000

May 30, 2017

N.A.

Mrs. Nandini Dave

Rent Paid 1 Year Amount paid towards usage of property owned Mrs. Nandini Dave towards office purpose amounting to ` 10,20,000

May 30, 2017

NA

Mrs. Meghna Dave

Rent Paid 1 Year Amount paid towards usage of property owned Mrs. Meghna Dave towards office purpose amounting to ` 10,20,000

May 30, 2017

NA

Mrs. Tarlika Dave

Rent Paid 1 Year Amount paid towards usage of property owned Ms. Tarlika Dave towards office purpose amounting to ` 10,20,000

May 30, 2017

NA

37

ANNEXURE 6Details pertaining to remuneration as required under section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014Ratio of remuneration of each Director to the median remuneration of the employees of the Company for the FY 2017-18 as well as the percentage increase in remuneration of each Director, Chief Financial officer, Company Secretary is as under:

Sr. No.

Name of Director /KMP Designation Ratio of remuneration of each Director to median remuneration of employees (2017-18)

Percentage increase in remuneration in the Financial Year 2017-18

1. Mr. Dushyant D. Patel Chairman & Independent Director

3.92 -

2. Mr. Bansilal B.Bhawsar Independent Director 3.67 -3. Mr. Kaja Ramgopal Independent Director 3.92 -4. Mr. Pradeep P. Dave Executive Director

(Whole Time Director)13.73 34.6

5. Mrs. Elizabeth Shrivastava Managing Director 13.72 34.56. Dr. Samir P. Dave Executive Director

(Whole Time Director)11.61 13.8

7. Mr. AshitP. Dave Executive Director (Whole Time Director) and Chief Financial Officer

11.61 13.8

8. Mr. Ninad Sahasrabuddhe Company Secretary and Compliance Officer

1.08 5.39

The percentage increase in the median remuneration of employees in the financial year 2017-18

15.01%

Number of permanent employees on the rolls of the company as on 31-03-2018

111

Average percentile increase in salaries of Employees other than managerial PersonnelPercentile increase in the managerial remunerationcomparison of above

31.34%25.55%NA

The key parameters for any variable component of remuneration availed by theManaging Director is approved by the Shareholders. Independent Directors are paid sitting fees as determined by the Board of Directors and as per the Nomination Remuneration and Compensation Committee Policy/Charter.

Remuneration paid to Directors includes only Salary as fixed Component and no other variable component.

Affirmation that the remuneration is as per remuneration policy of the company.

It is hereby affirmed that the remuneration is paid as per the Policy for Remuneration of the Directors, Key Managerial Personnel and other Employees.


38

ANNEXURE 7STATEMENT PURSUANT TO SECTION 129 OF THE COMPANIES ACT, 2013

RELATING TO SUBSIDIARY COMPANYIn accordance with the General Circular No: 2/2011 dated 8 February, 2011,issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, the Statement of Profit and Loss and other documents of the subsidiary/associate company(s) are not being attached with the Annual Accounts of the Company. This Annual Report contains Consolidated Financial Statement of the Company and its subsidiary/associate company(s) in accordance with the relevant Indian Accounting Standards (“IND-AS”) and the same has been duly audited by Statutory Auditors. The annual accounts of the subsidiary/ associate company(s) and related information will be made available to the shareholders of the Company and its subsidiary/associate company(s) on request and will also be kept open for inspection by the shareholders at the Registered Office of the Company and the subsidiary.

Name of Subsidiary Company M/s. AIMCO ECOSCIENCE LIMITED (in `)Issued & Subscribed Capital 10,00,000Reserves (9,04,652)Total Assets 2,94,405Total Liabilities 2,94,405Investments NILTurnover NILProfit/(Loss)before Tax (40,518)Provision for Tax -Profit/(Loss) After Tax (40,518)

Name of Subsidiary Company M/s. AIMCO INTERNATIONAL FZE (in AED)Issued & Subscribed Capital AED 30,000Reserves AED (2,18,230)Total Assets AED 2,19,324Total Liabilities AED 2,19,324Investments NILTurnover AED 2,47,894Profit/(Loss)before Tax AED (40,089)Provision for Tax NILProfit/(Loss) After Tax AED (40,089)

Name of Associate Company M/s. KR AIMCO AGRO LLP (in `)Issued & Subscribed Capital NILReserves (79,015)Total Assets 985Total Liabilities 985Investments NILTurnover NILProfit/(Loss)before Tax (79,015)Provision for Tax NILProfit/(Loss) After Tax (79,015)

39

ANNEXURE 8CORPORATE SOCIAL RESPONSIBILITY (CSR) REPORT

(Pursuant to Section 134(3) and 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014)

1. A BRIEF OUTLINE OF THE COMPANY’S CSR POLICY, INCLUDING OVERVIEW OF PROJECTS OR PROGRAMS PROPOSED TO BE UNDERTAKEN AND A REFERENCE TO THE WEB-LINK TO THE CSR POLICY AND PROJECTS OR PROGRAMS:

The Company has framed a Corporate Social Responsibility (CSR) Policy in compliance with the provisions of the Companies Act, 2013 and the same is placed on the Company’s website and the web link for the same is: http://aimcopesticides.com/wp-content/uploads/2017/06/Corporate-Social-Responsibilty.pdf.

The primary purpose of the Company’s CSR philosophy is to be one of the most respected corporate citizens in India, delivering superior and sustainable value to all our customers, business partners, shareholders and employees. Corporate Social Responsibility [CSR] is a Company’s commitment to operate in an economically, socially and environmentally sustainable manner, while recognizing the interests of all its stakeholders.

2. The composition of CSR Committee:

Mr. Dushyant Patel : Chairman – Non Executive Independent DirectorMr. Ashit dave : Member – Executive DirectorDr. Samir Dave : Member – Executive director

3. AVERAGE NET PROFIT OF THE COMPANY FOR LAST THREE FINANCIAL YEARS: ̀ 8,31,77,5404. PRESCRIBED CSR EXPENDITURE (TWO PERCENT OF THE AMOUNT AS IN ITEM NO. 3

ABOVE): ` 16,63,5515. DETAILS OF CSR SPENT DURING THE FINANCIAL YEAR:

a) Total amount spent for the Financial Year (2017-18) : Nilb) Amount unspent, if any: ` 16,63,551

6. IN CASE THE COMPANY HAS FAILED TO SPEND THE TWO PERCENT OF AVERAGE NET PROFIT OF THE LAST THREE FINANCIAL YEARS OR ANY PART THEREOF, THE COMPANY SHALL PROVIDE THE REASONS FOR NOT SPENDING THE AMOUNT IN ITS BOARD’S REPORT:

The officials of the Company had series of meetings and detailed discussions with number of NGOs partners to actively support and channelize the activities/projects/programs to be undertaken by the Company in line with its CSR objectives. The Company is constantly in search of a suitable NGO Partner for channelizing funds for its CSR spending(s).

Due to paucity of time, the CSR Committee resolved not to make any recommendation to the Board for the Financial Year 2017-18 for CSR activities to be undertaken by the Company and the amount of expenditure to be incurred on CSR activities, due to non identification of suitable NGO partner to undertake CSR activities of the Company.

Though the Company did not spend the applicable CSR amount during the Financial Year 2017-18, the Company is committed to continuously explore new opportunities which align to its CSR philosophy and create maximum impact, and incrementally invest in CSR activities to spend the prescribed CSR amount in the subsequent years.

7. THE CSR COMMITTEE OF THE BOARD OF DIRECTORS HEREBY CONFIRMS THAT THE IMPLEMENTATION AND MONITORING OF CSR POLICY, IS IN COMPLIANCE WITH CSR OBJECTIVES AND POLICY OF THE BANK.

Sd/- Sd/-Place: Mumbai Mr. Ashit Dave Mr. Dushyant PatelDate: August 14, 2018 Executive Director Chairman – CSR Committee


40

CORPORATE GOVERNANCE REPORT (As required under Schedule V of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015)1. CORPORATE GOVERNANCE PHILOSOPHY: The Philosophy of the Company in relation to Corporate Governance is to ensure highest transparency,

disclosures and reporting thereof to stakeholders. It is our endeavor through this reporting system to conform fully to law, regulations and guidelines, and to promote ethical conduct throughout the organization, with primary objective of enhancing shareholders’ value while being a responsible corporate citizen. Aimco Pesticides Limited believes that transparency in operations strengthens investors’ confidence.

Your company continues to focus on good Corporate Governance in line with local and global standards. Its primary objective is to observe the highest level of ethics in all its dealings, create and adhere to a corporate culture of conscience and consciousness, integrity, transparency and accountability for efficient and ethical conduct of business for meeting its obligations towards its shareholders and other stakeholders.

2. BOARD OF DIRECTORS:a) Composition and category of Directors: The Composition of the Board of Directors of the Company represents the combination of Executive

and Non-Executive Directors with one Woman Director, which is in conformity with Regulations 17 of the SEBI (Listing Obligations and Disclosures requirements) Regulations, 2015. The Board comprises of seven (7) Directors as on March 31, 2018. Out of these, three (3) Directors are Non-Executive – Independent and four (4) are Executive Directors. The Chairman of the Board is an Independent and Non-Executive Director.

Name of the Director DesignationMr. Dushyant Patel Independent Non-Executive Director & ChairmanMr. Pradeep Dave Executive DirectorMrs. Elizabeth Shrivastava Managing DirectorDr. Samir Dave Executive DirectorMr. Ashit Dave Executive DirectorMr. Ramgopal Kaja Independent Non-Executive DirectorMr. Bansilal B. Bhawsar Independent Non-Executive Director

The particulars of Directors, their category, relationship inter-se, number of shares held, attendance and other directorship, membership/chairmanship of the Board of Directors / Committees as on March 31, 2018 are furnished below:

Name of the Director

Designation Independent / Non Independent

RelationshipInter-se

Shareholding as on 31/03/2018

Mr. Dushyant Patel Independent Non-Executive Director

Independent None -

Mr. Pradeep Dave Executive Director Non Independent Father of Mr. Ashit Dave and Dr. Samir Dave

9,02,091

Mrs. Elizabeth Shrivastava

Managing Director Non Independent None 15,286

Dr. Samir Dave Executive Director Non Independent Son of Mr. Pradeep Dave and Brother of Mr. Ashit Dave

5,52,718

41

Name of the Director

Designation Independent / Non Independent

RelationshipInter-se

Shareholding as on 31/03/2018

Mr. Ashit Dave Executive Director Non Independent Son of Mr. Pradeep Dave and Brother of Dr. Samir Dave

2,61,945

Mr. Ramgopal Kaja Independent Non-Executive Director

Independent None 3235

Mr. Bansilal B. Bhawsar

Independent Non-Executive Director

Independent None -

b) Attendance of each Director at the Board Meetings and the last Annual General meeting: The Company holds at least four Board meetings in a year, one in each quarter inter-alia to review

the financial results of the Company. The gap between the two board meetings does not exceed 120 days which is in conformity with Regulations 17(2) of the SEBI (Listing Obligations and Disclosures requirements) Regulations, 2015. Apart from the four scheduled board meetings, additional board meetings are also convened to address the specific matters,if any.Urgent matters are also approved by the Board by passing resolution by circulation. Every Director on the Board is free to suggest any item for inclusion in the agenda for the consideration of the Board. All the departments in the Company communicate to the Executive Directors well in advance, the matters requiring approval of the Board/Committees of the Board to enable inclusion of the same in the agenda for the Board/Committee meeting(s). The important decisions taken at the Board/Committee meetings are promptly communicated to the concerned department. Action taken report on the decisions/ minutes of the previous meeting is placed at the succeeding meeting of the Board/Committee for noting.

During the year under review, Seven (7) Board Meetings were held respectively on May 30, 2017, August 23, 2017,September 14, 2017, September 29, 2017, December 2, 2017, December 14, 2017 and February 7, 2018.

The attendance of the Directors at the Board Meetings and the Annual General Meeting held during the year 2017-2018 was as follows:

Directors Category Board Meetings attended

during the year

Whether attended last AGM

Other Directorships/Committee Membership or ChairmanshipDirectorship

of other Indian Public Companies

Committee Membership/

(Chairmanship)

Mr. Dushyant Patel (DIN: 00009714)

Non-Executive /Independent

Director

7 Yes - -

Mr. Pradeep P. Dave(DIN: 00184598)

Promoter/ Whole Time Director

4 Yes 2 -

Dr. Samir P. Dave (DIN: 00184680)


6 Yes 3 -

Mr. Ashit P. Dave(DIN: 00184760)


5 Yes 2 -

Mrs.Elizabeth Shrivastava (DIN:00184865)

Managing Director 7 Yes 1 -

Mr. Ramgopal Kaja (DIN: 00140047)


Director

7 Yes - -

Mr. Bansilal B. Bhawsar(DIN: 00107014)


Director

7 Yes 1 -


42

Notes:1. None of the Directors of the Company holds membership of more than ten Committees nor is a

Chairperson of more than five Committees across all Companies of which he/she is a director. Necessary disclosure regarding Committee positions in other Indian public companies as at March 31, 2018 have been made by the Directors.

2. The Committees considered for the above purpose include and are those as specified in Listing Obligations & Disclosure Requirements Regulations 2015 i.e. Audit Committee (Regulations 18) and Stakeholders Relationship Committee (formerly known as Shareholders and Investors Grievance Committee) (Regulation 20).

c) The details of Directorship of the Company’s Directors in other Indian Public Companies are given below:

Mr. Dushyant Patel NILMr. Pradeep P. Dave Amisco Agro-Chem Limited

Aimco Ecoscience LimitedDr. Samir P. Dave Amisco Agro-Chem Limited

Aimco Ecoscience LimitedAgriculture Skill Council of India

Mr. Ashit P. Dave Amisco Agro-Chem LimitedAimco Ecoscience Limited

Mrs. Elizabeth Shrivastava Aimco Ecoscience LimitedMr. Ramgopal Kaja NILMr. Bansilal B. Bhawsar Royal Logistics (Ship) Limited

d) Information provided to the Board: The Board meetings are generally scheduled well in advance and the notice of each Board meeting

is given in writing to directors of the Company. The Board papers, comprising the agenda backed by comprehensive background information are circulated to the Directors in advance. The information as specified in Regulations 29 of Listing Obligations & Disclosure Requirements Regulations 2015, as applicable at the meeting, is placed before / made available to the Board.

The Board periodically reviews compliance reports of various laws applicable to the Company.e) Familiarization Programme for Independent Directors: Whenever any person joins the Board of the Company as an Independent Director, an induction

programme is arranged. The Company conducts programmes/ presentations periodically to familiarize the Independent Directors with the nature of industry, Business model, strategy, operations and functions of the Company and role, right & responsibilities of Independent Directors through its Executive Directors or Senior Management Personnel. The details of such familiarization programmes have been disclosed on the Company’s website at (www.aimcopesticides.com).

3. AUDIT COMMITTEE:a) Terms of Reference: The primary objective of the Audit Committee is to monitor and provide effective supervision of

the management’s financials reporting process with a view to ensure accurate, timely and proper disclosures and transparency, integrity and quality of financial reporting.

The Committee oversees the work carried out by the Management, Statutory and Internal Auditors on the financial reporting process and the safeguards employed by them.

The Company has adopted the audit Committee Charter as per requirements set in (Regulations 18) of Listing Obligations & Disclosure Requirements Regulations 2015

43

b) Composition, Name of Members and Chairman: The Audit Committee of the Company comprised of the three (3) members as on March 31, 2018

viz., Mr. Ramgopal Kaja (Chairman), Mr. Dushyant Patel (Member) and Mr. Bansilal B. Bhawsar (Member).

All members of the Audit Committee have accounting and financial management expertise. Mr. Ramgopal Kaja is the Chairman of the Audit Committee.

During the year under review, the Audit Committee met five (5) times on May 30, 2017, August 23, 2017, September 14, 2017, December 14, 2017 and February 7, 2018.

The attendance of the members at the Meetings held during the year was as follows:

Name of the Member Category No. of meetingsHeld during the year Attended during the

yearMr. Ramgopal KajaMr. Dushyant PatelMr. Bansilal B. Bhawsar

Independent DirectorIndependent DirectorIndependent Director

555

555

Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Regulations 18 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 with effect from 29th May, 2015 the Board of Directors had reconstituted the Audit Committee.

4. NOMINATION AND REMUNERATION COMMITTEE (FORMERLY KNOWN AS REMUNERATION AND COMPENSATION COMMITTEE):a) Brief description of terms of reference: The Nomination and Remuneration Policy is directed towards rewarding performance, based on

review of achievements. It is aimed at attracting and retaining high caliber talent. The Nomination and Remuneration Policy is in consonance with the existing practice in the Industry.

b) Composition, name of members and chairperson: The Nomination and Remuneration Committee of the Company comprised of the following members

as on March 31, 2018. The scope of this committee is to determine the compensation of Executive directors and senior management personnel and other matters as prescribed as per Regulations 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Name of the member CategoryMr. Ramgopal KajaMr. Dushyant PatelMr. Bansilal B. Bhawsar

Independent Director- ChairpersonIndependent DirectorIndependent Director

c) Meetings and Attendance during the year 2017-2018: During the year the Nomination and Remuneration Committee met on May 30, 2017 and March 20,

2018. The attendance record is as per the table given below:

Name of the Member Category No. of meetingsHeld during

the yearAttended

during the yearMr. Ramgopal KajaMr. Dushyant PatelMr. Bansilal B. Bhawsar

Independent Director- ChairpersonIndependent DirectorIndependent Director

222

222

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements), Regulations 2015 with effect from May 29, 2015 the Board of Directors has reconstituted the Nomination and Remuneration Committee.


44

d) Remuneration Policy: In determining the remuneration of the Directors, Key Managerial Personnel (KMP) and other

employees of the Company, a Remuneration Policy has been framed by the Nomination & Remuneration Committee and recommended to the Board. The said policy was approved by the Board and full text of Nomination and Remuneration Policy is given as Annexure – 1 of the Director’s Report attached to the Annual Report.

e) Details of Remuneration paid or payable to Directors during the year 2017-2018:

(Amount in `)Particulars Mr. Pradeep P.

DaveDr. Samir P.

DaveMr. Ashit P.

DaveMrs. Elizabeth Shrivastava

Salary and AllowancesCommissionPerquisiteStock Options

38,56,800Nil

1,80,000Nil

32,34,000Nil

1,80,000Nil

32,34,000Nil

1,80,000Nil

38,55,000Nil

1,80,000Nil

Total 40,36,800 34,14,000 34,14,000 40,35,000 The Company had paid sitting fees to its non-executive director, for attending meetings held during

the year 2017- 2018, fixed at ` 6,000/- per meeting as under:

Name of the Member Sitting Fees PaidMr. Ramgopal Kaja 96,000Mr. Dushyant Patel 96,000Mr. Bansilal B. Bhawsar 90,000

1. The Company does not have policy of paying commission on profits to any of the Directors of the Company.

2. No performance linked incentive is given to the Directors of the Company.3. The Company does not have a scheme for grant of stock options either to the whole-time

Directors or Employees of the Company.4. There is no separate provision for payment of severance fees and Notice period for revoking the

agreement is three months prior to resignation.f) Performance Evaluation Criteria for Independent Directors: The Nomination and Remuneration Committee has laid down the criteria for performance evaluation

of Non-Executive Directors. The parameters of performance evaluation of the Non-Executive Directors, captures the following points:• Attendance at meetings of the Board and Committee thereof,• Participation in Board meetings or Committee thereof,• Contribution to strategic decision making,• Review of risk assessment and risk mitigation,• Review of financial statements, business performance, and• Contribution to the enhancement of brand image of the Company.

The Board of Directors (excluding the Director being evaluated) had, in their Meeting held on March 20, 2018 evaluated the performance of all the Directors on the Board.

5. STAKEHOLDERS RELATIONSHIP COMMITTEE (FORMERLY KNOWN AS SHAREHOLDERS/ INVESTORS GRIEVANCE COMMITTEE):a) Terms of reference: The terms of reference of the Committee include redressing Shareholders/ Investors complaints like

transfer and transmission of shares, issue of duplicate share certificate, non-receipt of balance sheet, non-receipt of dividend etc. and to ensure expeditious share transfer process.

45

b) Scope of Stakeholders Relationship Committee: The scope of the Stakeholders Relationship Committee is to review and address the grievances of

the shareholders in respect of share transfers, transmission, non-receipt of annual report, dividend etc. and other related activities. In addition, the Committee also looks into matters which can facilitate better investors’ services and relations.

The Stakeholders Relationship Committee is headed by Mr. Ramgopal Kaja, the Non-Executive & Independent Director.

c) Composition, Meetings and Attendance of Committee: The composition of the Committee as on March 31, 2018 and the attendance record of the members

of the Committee are given below. During the year the The Stakeholders Relationship Committee met once on March 20, 2018.

Name of the Member Category No. of meetingsHeld during the

yearAttended during

the yearMr. Ramgopal Kaja Independent and Non Executive 1 1Mr. Pradeep P. Dave Non-Independent 1 1Mr. Ashit Dave Non-Independent 1 1

d) Details of shareholders complaints received, cleared and pending, during the year: During the period under review two complaints were received and the same was attended to the

satisfaction of the shareholder.

Opening Balance Received during the year Resolved during the year Closing Balance0 1 1 0

6. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:a) Terms of Reference: The terms of reference of the Committee include Formulating and recommending to the Board,

the Corporate Social Responsibility (CSR) strategy of the Company including the CSR Policy, its implementation and review such that the Company’s social, environmental and economic activities are aligned. Further, it also includes reviewing and approving, the CSR activities to be undertaken by the Company either directly or indirectly and determining the CSR projects / programmes which the Company plans to undertake during the year of implementation, specifying modalities of execution in the areas / sectors chosen and implementation schedules for the same.

b) Scope of Corporate Social Responsibility Committee: The scope of Corporate Social Responsibility Committee is to review and monitor the compliance

of initiatives undertaken and evaluate performance of the activities against the agreed targets. It further includes recommending the amount of expenditure to be incurred on the CSR activities in accordance with Section 135(5), reviewing and recommending the annual CSR report for the Board’s approval and for public disclosure of the Companies Act, 2013, performing such other duties with respect to CSR activities, as may be required to be done by the Company under any law, statute, rules, regulations etc. enacted by Government of India, or by any other regulatory or statutory body etc.


46

c) Composition, Meetings and Attendance of Committee: The composition of the Committee as on March 31, 2018 and the attendance record of the members

of the Committee are given below. During the year the Corporate Social Responsibility Committee met once on May 30, 2017.

Name of the Member Category No. of meetingsHeld during

the yearAttended during

the yearMr. Dushyant Patel Independent and Non Executive 1 1Mr. Ashit dave Non-Independent 1 1Dr. Samir Dave Non-Independent 1 1

7. SEPARATE MEETINGS OF THE INDEPENDENT DIRECTORS: As required under Regulation 25 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation,

2015, a Meeting of the Independent Directors was held on March 20, 2017, without the attendance of Executive Directors and members of Management. At the Meeting, they:(i) Reviewed the performance of non-independent directors and the Board as a whole;(ii) Reviewed the performance of the Chairperson of the Company, taking into account the views of

Executive Directors and Non-Executive Directors;(iii) Assessed the quality, quantity and timeliness of flow of information between the Company

Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

8. COMPLIANCE OFFICER AS ON MARCH 31, 2018:

Name of the Compliance OfficerDesignation

Mr. Ninad V. SahasrabuddheCompany Secretary & Compliance Officer

Address Aimco House, Akhand Jyoti, 8th Road, Santacruz (East), Mumbai – 400055

Contact +91-22-676040000E-Mail [email protected] +91-22-67604060/4070

9. RISK MANAGEMENT: The Company has laid down procedure to inform the Board about the risk assessment and minimization

procedure. These procedures are periodically reviewed to ensure that executive management controls risk through means of a properly defined frame work.

Detailed note on risk management is given in the Management Discussion and Analysis Report.10. CODE OF CONDUCT FOR BOARD MEMBERS AND SENIOR MANAGEMENT: The code of conduct for all Directors and the senior management of the Company have been posted

on the website of the Company at www.aimcopesticides.com. All directors and the Senior Management Personnel are under a requirement to affirm the compliance with the said Code annually. The necessary declaration by the Managing Director of the Company regarding compliance of the above mentioned code by the Directors and the Senior Management of the Company forms part of the Annual Report.

47

11. DETAILS OF ANNUAL GENERAL MEETINGS:a) Location, date and time where the last three Annual General Meetings were held and the

special resolutions passed:

Year General Meeting

Location Date Time SpecialResolutions passed

2017 Annual General Meeting

B - 1/1, MIDC Industrial Area

Lote Parshuram, Village: Awashi,Taluka: Khed,

District: Ratnagiri,Maharashtra 415 707

27th September,

2017

12.00 Noon

-



LoteParshuram, Village: Awashi,Taluka: Khed,


29th September,

2016

12.00 Noon

1. Special Resolution for re-appointment of Mr. Pradeep P. Dave (DIN: 00184598) as an Executive Director [Whole Time Director] of the company for the period starting from April 01, 2016 to March 31, 2019.2. Special Resolution for re-appointment of Dr. Samir P. Dave (DIN: 00184680) as an Executive Director [Whole Time Director] of the company for the period starting from April 01, 2016 to March 31, 2019.3. Special Resolution for re-appointment of Mr. Ashit P. Dave (DIN: 00184760) as an Executive Director [Whole Time Director] of the company for the period starting from April 01, 2016 to March 31, 2019.4. Special Resolution for re-appointment of Mrs. Elizabeth Shrivastava (DIN: 00184865) as the Managing Director of the Company for the period of 3 (three) years with effect from August 14, 2016 to August 13, 2019.



Lote Parshuram, Village: Awashi,Taluka: Khed,


29th September,

2015

12.00 Noon

1. Special Resolution for re-appointment of Executive Director who has attained 70 years of age pursuant to provisions of Sections 152 of the Companies Act, 2013.2. Special Resolution for ratification of excess remuneration paid to Mrs. Elizabeth Shrivastava (DIN: 00184865), Managing Director.


48

Postal Ballot: During the FY 2017-18, No resolution was passed through postal ballot. Extra Ordinary General Meeting: Two Extra Ordinary General Meeting(s) of the Shareholders dated on 31st October, 2017 and 29th

December, 2017 were held during the financial year ended 31st March, 2018 for the purpose of issuance of 3,46,000 equity shares on preferential allotment/ private placement basis.

b) Disclosures: There were no materially significant related party transactions during the year having conflict with the

interests of the Company. Disclosures of related party transactions as required by Indian Accounting Standard (“IND-AS”) - 24 have been given in the financial statement attached to the Report.

The Company has formulated a policy on Related Party Transactions and also on dealing with Related Parties which is disclosed on the website of the Company and the web link - www.aimcopesticides.com.

All Related Party Transactions have been approved by the Audit Committee. The Company has taken omnibus approval of Audit Committee for a period of one year. The Audit Committee has reviewed on quarterly basis the details of Related Party Transactions entered into by the Company pursuant to such omnibus approval.

The promoters’ shares are fully dematerialized upto 31st March, 2018. In terms of Regulations 22, of SEBI (Listing Obligations & Disclosure Requirements) Regulations

2015, the Company has established vigil mechanism for directors, employees and others stakeholders to report concerns about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or ethical policy.

The Whistle Blower Policy is placed on the website of the Company- www.aimcopesticides.com. The Company has provided opportunities to encourage employees to become whistle blowers. It has

also ensured a mechanism within the same framework to protect them from any kind of harm. It is hereby affirmed that no personnel has been denied access to the Audit Committee.

c) Other Disclosures:a) The Company has prepared the financial statements in compliance with the Indian Accounting

Standards (“IND-AS”) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under section 133 and other relevant provisions of the Act.

b) The Company had complied with the requirement of the Stock Exchange, SEBI and other statutory authorities on all matters relating to capital market during the last three years. No pecuniary strictures have been imposed on the Company by any of the above mentioned authorities.

c) The Company has complied with all the mandatory requirements and has also disclosed information relating to non-mandatory requirements.

d) Management Discussion and Analysis Report forms part of the Annual Report.11. NON-MANDATORY REQUIREMENTS:

(1) Shareholder Rights The Quarterly, Half yearly and Annual Financial Results of the Company are published in the

Newspapers, besides notifying to the Stock Exchanges where the Company’s shares are listed. The Quarterly, Half yearly and Annual Financial Results are also available on Company’s’ website. The Audited annual report is also sent to every shareholders of the Company.

(2) Audit qualifications There is a qualification in the Auditors’ Report to the Members on the Financial Accounts for the year

ended 31.03.2018.

49

(3) Reporting of Internal Auditor The Internal Auditor directly reports to the Audit Committee.(4) Other Non-Mandatory Requirements The other Non-mandatory requirements will be implemented in due course as and when required

and/or deemed necessary by the Board.12. MEANS OF COMMUNICATION

(a) The quarterly and half yearly / others communications were published in Free Press Journal in English and Navshakti in Marathi.

The Company’s audited and un-audited periodic financial results, press releases are posted on the Company’s website – www.aimcopesticides.com.

13. GENERAL SHAREHOLDER INFORMATIONa) Details of AGM FOR FY 2017-2018

1. Date, time and the venue of 31st AGM (FY 2017-2018)

28thSeptember, 2018 at 11.00 A.M.B-1/1, MIDC Industrial Area, Lote Parshuram, Village Awashi, Taluka Khed, District Ratnagiri, Maharashtra 415707.

2. Date(s) of Book Closure 22nd day of September, 2018 to 28thday of September, 2018 (both days inclusive)

3. Dividend payment date Within 30 days from the date of declaration

4. Listing on Stock Exchanges BSE Limited BSE), Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400 023

5. Listing Fees Listing Fees of BSE has been paid.6. ISIN No. INE008B01013

7. BSE stock code 524288 8. Stock market price data for the last financial year ended March 31, 2018 on The BSE Limited, is

as under:

Price (`) BSE Sensex (`)Date High Low High Low

Apr-17 98.00 85.40 30,184.22 29,241.48May-17 99.75 80.65 31,255.28 29,804.12Jun-17 167.85 104.70 31,522.87 30,680.66Jul-17 167.85 159.20 32,672.66 31,017.11Aug-17 167.85 167.85 32,686.48 31,128.02Sep-17 167.85 167.85 32,524.11 31,081.83Oct-17 264.90 176.00 33,340.17 31,440.48Nov-17 248.80 198.00 33,865.95 32,683.59Dec-17 271.00 202.00 34,137.97 32,565.16Jan-18 227.95 192.20 36,443.98 33,703.37Feb-18 211.00 163.15 36,256.83 33,482.81Mar-18 190.00 145.15 34,278.63 32,483.84


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9. Registrar & Share Transfer Agent Link Intime India Private Limited Address: C 101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai - 400083. Tel. no: +91-22-4918 6000 Fax no: +91-22-4918 6060 E-mail Id: [email protected]. Share Transfer System: The Company’s shares are traded at the Stock Exchange compulsorily in demat mode. Shares

sent for physical transfer or dematerialization requests are registered promptly within stipulated time from the date of receipt of completed and validly executed documents.

11. Compliance Officer Mr. Ninad V. Sahasrabuddhe Aimco House, Akhand Jyoti, 8th Road, Santacruz (East), Mumbai-400 055 Tel. No. 67604000 Fax nos.67604060/4070 E-mail- [email protected]. Dematerialization of Shares and liquidity as on March 31, 2018, 88.10% of the company’s

shares representing 84,42,046shares were held in dematerialized form with National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL). The Company does not have outstanding GDRS / ADRS / Warrants or any Convertible instruments.

13. Reconciliation of Secretarial Capital Audit: The firm of Practicing Company Secretaries carried out secretarial audit to reconcile the total

admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. The said audit report confirms that the total issued / paid up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.

14. Shareholding Pattern as on March 31, 2018

Category No. of shares held % of voting strengthCorporate Bodies (Promoter Co) 28,87,925 30.1374Clearing Members 53,828 0.5617Other Bodies Corporate 3,61,603 3.7736Directors 3,235 0.0338Foreign Financial Institutions 3,600 0.0376Hindu Undivided Family 1,32,624 1.384Mutual Funds 3,000 0.0313Nationalised Banks 240 0.0025Non Resident Indians 1,22,021 1.2734Non Resident (Non Repatriable) 30,365 0.3169Public 39,71,270 41.4429Promoters 20,12,627 21.0031Trusts 175 0.0018TOTAL : 95,82,513 100

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15. Distribution of Shareholding as on March 31, 2018

No. of Shares No. ofShareholders

% of Shareholders

Total No. of Shares held

% of total shares

1 to 5000 10,428 90.2076 1,36,06,710 14.19955001 to 10000 559 4.8356 45,24,510 4.721610001 to 20000 270 2.3356 40,32,780 4.208520001 to 30000 97 0.8391 24,18,640 2.524030001 to 40000 53 0.4585% 18,78,520 1.9604%40001 to 50000 30 0.2595% 14,10,040 1.4715%50001 to 100000 50 0.4325% 34,03,330 3.5516%100001 to above 73 0.6315% 6,45,50,600 67.3629%Total 11,560 100% 9,58,25,130 100%

16. Outstanding GDRs / ADRs /Warrants or any convertible instruments, conversion date and likely impact on equity: Not Applicable

17. Plant Location: Lote Parshuram, Ratnagiri, Maharashtra.18. Registered Office: B-1/1, MIDC Industrial Area, Lote Parshuram, Village: Awashi, Taluka: Khed, District Ratnagiri, Maharashtra 415 70719. Correspondence Address: Aimco House, Akhand Jyoti, 8th Road, Santacruz (East), Mumbai - 400 055 Tel. No. 67604000 Fax nos. 67604060/4070 E-mail- [email protected]. Compliance with Code of Conduct: As per Regulation 34(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulation,

2015, all the Board Members and Senior Management personnel have affirmed their compliance with the Company’s code of conduct for the year ended 31st March, 2018.

Sd/- Sd/-Place: Mumbai Elizabeth Shrivastava Ashit DaveDate: 14th August, 2018 Managing Director Chief Financial Officer


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Independent Auditors’ Certificate on Corporate Governance to the members of Aimco Pesticides Limited.I have examined the compliance of conditions of Corporate Governance by Aimco Pesticides Limited (‘the Company’), for the year ended 31st March, 2018, as stipulated in Regulation 17 to 27 and clause (b) to (i) of Regulation 46(2) and Para C and D of Schedule V of the Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations’).The compliance with the conditions of Corporate Governance is the responsibility of the Management of the Company. This responsibility includes design, implementation and maintenance of internal control and procedures to ensure the compliance with the conditions of the Corporate Governance stipulated in Listing Regulations.My examination was limited to examining the procedures and implementation thereof, adopted by the Company for ensuring compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.I have examined the books of account and other relevant records and documents maintained by the Company for the purpose of providing reasonable assurance on the compliance with Corporate Governance requirements by the Company.I conducted my examination of the relevant records of the Company in accordance with the Guidance Note on Certification of Corporate Governance issued by the Institute of Chartered Accountants of India (‘the ICAI’), the Standards on Auditing specified under Section 143(10) of the Companies Act, 2013, in so far as applicable for the purpose of this certificate and as per the Guidance Note on Reports or Certificates for Special Purposes issued by the ICAI which requires that I comply with the ethical requirements of the Code of Ethics issued by the ICAI.I have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that perform Audits and Reviews of Historical Financial Information and Other Assurance and Related Service Engagements.Based on my examination of the relevant records and according to the information and explanations given to me and the representations provided by the Management, I certify that the Company has complied with the conditions of Corporate Governance as stipulated in regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) and Para C and D of Schedule V of the Listing Regulations during the year ended 31st March, 2018.I state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.This certificate is issued solely for the purpose of complying with the aforesaid regulation and it should not be used by any other persons or for any other purpose.

For J Dwarkadas & Co.Chartered AccountantsFirm Registration No. 102806W

Jagdish ShahProprietor(Membership Number 031827)

Place: IndianapolisDate: 15th August, 2018

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CEO / CFO CERTIFICATE [Regulation 17(8) (SCHEDULE II - PART B)]To,The Board of Directors Aimco Pesticides Limited1. We, Elizabeth Shrivastava, Managing Director and Ashit Dave, Executive Director (Whole Time Director)

of the Company have reviewed financial statements and the cash flow statement of Aimco Pesticides Limited for the year ended March 31, 2018 and to the best of our knowledge and belief:(i) These statements do not contain any materially untrue statement or omit any material fact or contain

statements that might be misleading;(ii) These statements together present a true and fair view of the Company’s affairs and are in compliance

with existing accounting standards, applicable laws and regulations.2. There are, to the best of our knowledge and belief, no transactions entered into by the Company during

the year which are fraudulent, illegal or violative of the Company’s Code of Conduct.3. We accept responsibility for establishing and maintaining internal controls for financial reporting and we

have evaluated the effectiveness of Company’s internal control systems pertaining to financial reporting.We have not come across any reportable deficiencies in the design or operation of such internal controls.4. We have indicated to the Auditors and the Audit Committee:

(i) That there are no significant changes in internal control over financial reporting during the year;(ii) That there are no significant changes in accounting policies during the year; and(iii) That there are no instances of significant fraud of which we have become aware.


Sd/- Sd/-Elizabeth Shrivastava Ashit DaveManaging Director Executive Director(DIN: 00184865) (DIN: 00184760)

Date: August 14, 2018 Place: Mumbai

DECLARATIONAs provided under Regulation 26(3) of SEBI (Listing Obligations & Disclosure Requirement) Regulations, 2015, all Board members and Senior Management Personnel have affirmed with Code of Conduct for the year ended March 31, 2018


Sd/-Elizabeth Shrivastava Managing Director (DIN: 00184865)

Date: August 14, 2018 Place: Mumbai


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MANAGEMENT DISCUSSION AND ANALYSIS REPORTThe Management Discussion and Analysis provides an overview of the financial, operational and strategic progress made by your Company in the financial year 2017-18. The discussion shared below to be read together with the Directors’ Report and the audited financial statements, which forms part of the Annual Report.

THREATS, RISKS AND CONCERNS:Despite robust growth drivers, the Indian agrochemicals industry faces challenges in terms of low farmer awareness (only 25-30% are aware of agrochemical products and usage).With a large number of end users spread across the vast Indian landmass, managing inventory and distribution costs remains challenging for industry players. The rising sale of spurious pesticides, readymade formulations imported without registering its Technical and spiked bio-pesticides pose a threat to the industry’s growth. Wide spread and timely rainfall still remains a concern due to less penetration of water canals.

The effectiveness of supply chain management practices is another area of industry concern. Companies face challenges due to the seasonal nature of demand, unpredictability of pest attacks and high monsoon dependence. Month-end skews and high inventory across the channel remain perennial industry problems.

The Company’s endeavor is to widen its presence in multiple segments continuously and to increase customer base to reduce the dependence on any specific customer / market. With increasing utilization of its manufacturing capacities, the Company has recognized needs to increase its investments and efforts on Environment, Health & Safety requirements considering the hazardous nature of its operations. We have reduced waste as much as possible via increased yields, removal of solvents and segregating effluent streams. The company is addressing the issue through improvement of operating efficiencies and optimizing input costs.

THE INDIAN AGROCHEMICALS MARKET:The Indian agrochemical industry expects an uptick in export revenue in current fiscal after suffering slowdown in two successive fiscals caused by lower usage of agrochemicals by farmers in key export markets on the back of non-remunerative prices for agro produce. The environment issues in Chinese Chemical industry has reached at un-paralleled levels. This has provided excellent opportunity to Indian basic chemical industries and substantially reduced unhealthy competition in export markets for Agrochemicals.

Latin American nations, which account for significant exports from Indian agrochemical firms, reported a fall in growth rate to 4% as against 10% growth reported earlier. This has led to higher inventory levels of agrochemicals in those markets. Indian companies have experienced a steady collective development during the 2017-2018 fiscal year, and over half of the Top 20 Indian agrochemical companies notched up double-digit growth. Considering the weak long-term global agrochemical market, the Indian companies have outperformed their global competitors. Over the preceding 2 years, the Indian agrochemical industry has witnessed considerable changes that have affected their performance and which shall continue to have long-term effects to the industry. Make in India initiative by the Government of India has helped Indian Generic Agrochemical manufacturing Industry.

Population explosion in the country has been responsible for increased agricultural practices, ensuring greater utilization of agrochemical products in areas that were ignored in the past. By embracing modern practices in the fields, use of agrochemicals has seen tremendous growth particularly for pesticides and fertilizer consumption. India is the second biggest producer of agrochemical products in the world after China.

Globalization of agrochemical industry has a huge impact on the Indian market. The ambitious project of food security can only be achieved through improved product performance and productivity with the scarce resources available. Land scarcity due to urbanization, soil degradation, water scarcity etc. makes it more essential for the farmers to use agrochemicals to sustain. With the growing need of labour and availability of population in India, is now at a position where it not only feeds its own growing population but also produces the same for global exports. Low awareness among the farming communities and their low acceptance level to the modern day farming practices act as a major challenge for the industry.

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SEGMENT–WISE OR PRODUCT-WISE PERFORMANCE (INDIAN AGROCHEMICAL INDUSTRY):In product segment, nitrogenous fertilizers form the largest share of fertilizer market. Pesticides market is currently lead by insecticides products followed by fungicides and herbicides; reportedly insecticide demand accounts for 65% of the total pesticide market share. The market is further segmented application wise as crop-based such as cereals, grains, oilseeds, and vegetables and non-crop-based applications. Staple food crops like wheat, rice, maize and cash crops like cotton, rice and soya bean consume the majority of the agrochemicals in the country. Horticulture & Floriculture use of Agrochemicals are one of the fastest growing Agrochemical markets.

OUTLOOK:Regarding the Company’s outlook, it can confidently claim that the Company will continuously upgrade its manufacturing technology & Facilities, invest in overseas product registrations, add new molecules to its portfolio to further consolidate its position in the industry in future. Your Company has highly dedicated team of expert to focus on quality improvement in existing products, marketing the products to prevailing customers and exploring new domestic and overseas customers for the Company. We are pleased to inform that during the Financial Year 2017-18 the Company has achieved turnover of ` 10,917.36 lakhs. Apart from loyal customer base, the Company is enjoying since last several years now, many more new domestic as well as overseas customers are added to the portfolio of the Company during the year and same is expecting to increase in near future due to Company’s commitment of supplying high quality product and competitive price.

With agro-commodity prices looking up in Latin American markets, coupled with fall in exports from China, sectorial analysts now expect a growth of 10-14% in export revenues for Indian agrochemical sector next fiscal, further aided by falling value of Indian Rupee. Further, new product launches could help in improved business volumes. India is the fourth largest global producer of agrochemicals after the US, Japan and China with an industry size of around $5 billion in FY 17 with exports accounting for nearly half of it.

SAFETY HEALTH AND ENVIRONMENT:Environment management

Company undertakes constant efforts to lift up environmental performance and is putting its best efforts to enhance the treatment and disposal of effluents satisfying the relevant norms of the pollution control authorities. Your Company is the member of the Lote Common Effluent Treatment Plant & our effluent discharge is always confirming to the CETP norms. The discharge is on-line monitored by CPCB via on-line probes installed by the company.

Safety

Employee safety is of paramount importance at Company. The Company displays safety visual display boards across the plants along with the hazard points in each working unit. Fire and hazardous reaction handling training is continually conducted for its staff.

Health

Company took adequate measures to ensure better employee health. The employees underwent health checkups each year. The Company commissioned health centers in units, which are managed by doctors and nurses. All employees were provided precautionary first-aid training.

INTERNAL CONTROL SYSTEM:The Company has proper and adequate system of internal controls which ensure that all the assets are adequately safeguarded. Accordingly, your Company has appropriate internal control systems for business processes with regard to its operations, financial reporting and compliance with applicable laws and regulations. The Company maintains an adequate and effective internal control system commensurate with its size and nature of business. These internal policies ensure efficient use and protection of Company’s assets and resources, compliance with policies and statues as well as promptness of financial and operational report.

The company has proper and adequate systems of internal controls which ensure that all the assets are safeguarded and that all transactions are authorized recorded and reported correctly. The company maintains


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adequate and effective control system and suitable monitoring procedures with regard to the purchase of raw materials, stores, plant & machinery, equipment and other assets as well as sale of goods. The finance and commercial functions have been structured to provide adequate support and controls for the business of the company.

INDUSTRIAL RELATIONS AND HUMAN RESOURCE DEVELOPMENT:Company has undertaken various measures to boost the efficiency and effectiveness of its manpower and other measure to improve sourcing of talent, improving employee’s satisfaction, skill development and retention of talent. Your Company believes that human resources are the most precious assets of the Company. Company’s ongoing thrust is to maintain productive work culture and to orient the employees to effectively face the new and emerging challenges emanating from the competitive environment. Your Company is privileged to have the right blend of professionals and executives in the organization and makes sincere efforts to ensure numerous opportunities for their growth in the organization. Extensive training was given to workers on personal effectiveness, corporate compliance, first aid, safe driving, emergency handling and firefighting, health and employee safety and risk assessment.

The Company considers that its relationship with its employees as vital and ensures that employees feel valued and is endeavoring to create an environment and culture within which every employees can put his best efforts and maximize his contribution.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE:Our Business has delivered profitable growth, despite the challenges in the Business environment. The financial performance of the company has been steadily improving throughout the year. There has been anincrease in sales to ` 1,091,736,000/- in FY 2017-18 from ` 1,020,184,000/- in FY 2016-17. The Company has recorded a profit of ̀ 50,577,000/- and accordingly the Board of Directors at its meeting has recommended final dividend of Re. 1/- per equity share subject to the approval of the shareholders at the forthcoming Annual General Meeting.

CAUTIONARY STATEMENT:Statements in this report on Management Discussion and Analysis describing the company’s objectives, projections, estimates, expectations or predictions may be “forward looking statements” within the meaning of applicable security laws or regulations. These statements are based on certain assumptions and expectation of future events. Actual results could however differ from those expressed or implied. Many important factors including global and domestic demand-supply conditions, prices, raw materials costs and availability, change in government regulations, tax laws and other statutes, force majeure may affect the actual result which could be different from what the director’s envisage in terms of future performance and outlook.

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INDEPENDENT AUDITOR’S REPORTTo The Members of Aimco Pesticides LimitedReport on the Standalone Indian Accounting Standards (‘Ind AS’) Financial StatementsI have audited the accompanying standalone Ind AS financial statements of Aimco Pesticides Limited (‘the Company’), which comprise the Balance Sheet as at 31st March, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.Management’s Responsibility for the Standalone Ind AS financial statementsThe Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (‘the Act’) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including Ind AS prescribed under Section 133 of the Act.This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.Auditor’s ResponsibilityMy responsibility is to express an opinion on these standalone Ind AS financial statements based on the audit.I have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.I conducted the audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that the auditor comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the standalone Ind AS financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my qualified audit opinion on the standalone Ind AS financial statements.Basis for Qualified OpinionThe Company has paid remuneration of ` 25.35 lakhs to the Managing Director in earlier year which is subject to approval / clarification by the Central Government (See Note 28.5 of the financial statements). The above matter had also caused the previous auditor to qualify their audit opinion on the financial statements for the year ended 31st March, 2017.Qualified OpinionIn my opinion and to the best of my information and according to the explanations given to me, except for the effects of the matters described in the Basis for Qualified Opinion paragraph, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2018, its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

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AIMCO PESTICIDES LIMITEDOther MatterThe comparative financial information of the Company for the year ended 31st March, 2017 and the transition date opening Balance Sheet as at 1st April, 2016 included in these standalone Ind AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by the predecessor auditor whose report for the year ended 31st March, 2017 and 31st March, 2016 dated 30th May, 2017 and 14th May, 2016, respectively expressed a modified opinion on those financial statements, as adjusted for the differences in accounting principles adopted by the Company on transition to the Ind AS, which have been audited by me.My opinion is not qualified in respect of this matter.Report on Other Legal and Regulatory Requirements1. As required by the Companies (Auditor’s Report) Order, 2016 (‘the Order’) issued by the Central

Government of India in terms of sub Section 11 of section 143 of the Act and on the basis of such checks of the books of accounts and other records of the Company as considered appropriate and according to the information and explanation given to me, I give in the ‘Annexure A’ a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, I report that:a) I have sought and obtained all the information and explanations which to the best of my knowledge

and belief were necessary for the purpose of the audit;b) In my opinion, proper books of accounts as required by law have been kept by the Company so far

as it appears from the examination of those books;c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the

Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

d) In my opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act;

e) On the basis of the written representation received from the directors as on 31st March, 2018 taken on record by the Board of Directors, none of the directors are disqualified as on 31st March, 2018 from being appointed as director in terms of section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to my separate report in ‘Annexure B’;

g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in my opinion and to the best of my information and according to the explanations given to me:i) The Company has disclosed the impact, if any, of pending litigations on its financial position in

its standalone Ind AS financial statements. Refer Note 28.2 of the standalone Ind AS financial statements;

ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and

iii) No amount is required to be transferred to the Investor Education and Protection Fund by the Company.



Place: MumbaiDate: 25th May, 2018

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Annexure A to Independent Auditor’s Report[Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ in the Independent Auditor’s Report of even date to the members of Aimco Pesticides Limited (‘the Company’) on the standalone Ind AS financial statements as of and for the year ended 31st March, 2018]Report on Companies (Auditor’s Report) Order, 2017On the basis of such checks as considered appropriate and in terms of the information and explanation furnished, I state as under:(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets; (b) The fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the Company and no material discrepancies were noticed on such verification; (c) The title deed of the immovable property included in fixed assets and owned by the Company

is held in the name of the Company;(ii) As explained, the management has conducted physical verification of inventory at reasonable intervals

during the year and no material discrepancies were noticed on such physical verification;(iii) (a) The Company has given deposit against leased premises to a firm covered in the register maintained

under section 189 of the Act; (b) In respect of the aforesaid deposit, the same is repayable on surrender of leased premises; (c) The aforesaid deposit is not overdue for payment;(iv) In my opinion, the Company has complied with the provisions of sections 185 and 186 of the Act in

respect of investments made. The Company has not granted any loan or provided any guarantee to which the provisions of sections 185 or 186 of the Act would apply;

(v) In my opinion the Company has complied with the provisions of Section 73 to 76 and other relevant provision of the Act and the rules framed thereunder. According to the information and explanation given, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal related to compliance with above provisions;

(vi) I have broadly reviewed the books of account maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 prescribed by the Central Government under section 148(1) of the Act and is of the opinion that prima-facie, the prescribed accounts and cost records have been made and maintained. I have not, however, made a detailed examination of the same;

(vii) (a) According to the records of the Company examined, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues and there are no undisputed statutory dues outstanding as at 31st March 2018, for a period of more than six months from the date they became payable, except dues under the Income tax Act, 1961 as hereunder:

Nature of dues Amount (`) Year to which the amount relatesFringe benefit tax 6,31,032 2008-09

(b) According to the records of the Company examined, there are no dues of income tax, sales tax, service tax, duty of customs, duty of excise or value added tax which have not been deposited on account of any dispute;

(viii) The Company has not defaulted in repayment of loans or borrowing to a bank. The Company has neither availed loans nor borrowings from a financial institution or Government nor issued any debentures;

(ix) The Company has not raised any money by way of term loans or initial public offer / further public offer;(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the

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AIMCO PESTICIDES LIMITEDfinancial statements, no fraud of any material amount by the Company or on the Company by its officers or employees, has been noticed or reported during the year;

(xi) In my opinion the Managerial remuneration for the year has been paid in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act;

(xii) In my opinion the Company is not a nidhi company. Therefore, clause (xii) of the Order is not applicable to the Company;

(xiii) In my opinion, transactions with the related parties are in compliance with section 177 and 188 of the Act where applicable, and the details have been disclosed in the notes to financial statements as required by the applicable accounting standards;

(xiv) During the year, the Company has made preferential allotment of shares on private placement. With reference to the same, the Company has complied with the provisions of section 42 of the Act and the amount raised have been used for the purposes for which the funds were raised;

(xv) According to the information and explanations given to us, the Company has not entered into any non-cash transactions with its directors or persons connected with him;

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.




Annexure B to Independent Auditor’s Report[Referred to in paragraph 2(f) under ‘Report on Other Legal and Regulatory Requirements’ in the Independent Auditor’s Report of even date to the members of Aimco Pesticides Limited on the standalone Ind AS financial statements for the year ended 31st March, 2018]Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)I have audited the internal financial controls with reference to financial statements of Aimco Pesticides Limited (“the Company”) as of 31st March, 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.Management’s Responsibility for Internal Financial ControlsThe Company’s Management is responsible for establishing and maintaining internal financial controls based on the internal controls with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (‘the Guidance Note’) issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.Auditor’s ResponsibilityMy responsibility is to express an opinion on the Company’s internal financial controls with reference to financial

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statements based on the audit. I conducted the audit in accordance with the Guidance Note and the Standards on Auditing specified under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both issued by the ICAI. Those Standards and the Guidance Note require that I comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements were established and maintained and if such controls operated effectively in all material respects.The audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to financial statements and their operating effectiveness. My audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion on the Company’s internal financial controls with reference to financial statements.Meaning of Internal Financial Controls with reference to financial statementsA company’s internal financial control with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control with reference to financial statements includes those policies and procedures that:1. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions

and dispositions of the assets of the Company;2. provide reasonable assurance that transactions are recorded as necessary to permit preparation of

financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the company; and

3. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with reference to financial statementsBecause of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial control with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.OpinionFor effective operation the Company’s internal financial controls with reference to financial statements as at 31st March, 2018 are in the process of being formalised based on the internal control with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note.For J Dwarkadas & Co.Chartered AccountantsFirm Registration No. 102806W



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AIMCO PESTICIDES LIMITEDStandalone Balance Sheet as at 31st March, 2018

All amounts are in ` lakhs and (*) denotes figures less than a lakhParticulars Note

No.As at

31st March, 2018As at

31st March, 2017As at

1st April, 2016` ` `

A ASSETS1 Non Current Assets

(a) Property, Plant and Equipment 3 1,414 713 388(b) Capital work-in-progress 13 517 12(c) Investments in Subsidiaries 4 15 10 10(d) Financial Assets: - Loans 5 1 1 1(e) Deferred Tax Asset (Net) 6 170 280 82(f) Other Non Current Assets 7 156 411 103Total Non Current Assets 1,769 1,932 596

2 Current assets(a) Inventories 8 2,711 1,957 1,916(b) Financial Assets:(i) Trade receivables 9 1,633 1,683 2,489(ii) Cash and cash equivalents 10 181 35 241(iii) Bank balances other than (ii) above 11 4 4 4(iv) Loans 12 63 3 1(c) Other current assets 13 672 342 269Total Current Assets 5,264 4,023 4,920

Total Assets 7,033 5,956 5,516B EQUITY AND LIABILITIES1 Equity

(a) Equity Share capital 14 958 924 924(b) Other Equity 15 1,949 924 (224)Total equity 2,907 1,848 700Liabilities

2 Non-Current liabilitiesProvisions 16 143 142 106Total Non-Current liabilities 143 142 106

3 Current liabilities(a) Financial Liabilities:

- Trade payables 17 3,233 3,098 3,951(b) Other liabilities 18 460 675 523(c) Provisions 19 107 27 29(d) Current Tax Liabilities (Net) 20 183 166 207Total Current liabilities 3,983 3,966 4,710

Total Liabilities 4,126 4,108 4,816 Total Equity and Liabilities 7,033 5,956 5,516

Significant accounting policies and Notes forming part of the financial statements

1 - 40

As per our report of even date For and on behalf of the Board

For J Dwarkadas & Co.Chartered Accountants(Firm Registration Number: 102806W)

Elizabeth ShrivastavaManaging DirectorDIN : 00184865

Ashit DaveChief Financial Officer

Jagdish ShahProprietorMembership No. 031827

Dushyant PatelChairman and Independent Non Executive DirectorDIN : 00009714

Ninad SahasrabuddheCompany SecretaryACS NO.: 52226

Place: Mumbai Date: 25th May, 2018

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Standalone Statement of Profit and Loss for the year ended 31st March, 2018All amounts are in ` lakhs and (*) denotes figures less than a lakh

Particulars Note No.

31st March, 2018 31st March, 2017

1 Revenue from Operations 21 11,016 10,2022 Other income 22 523 1943 Total Revenue 11,539 10,3964 Expenses

Cost of materials consumed 23 7,153 4,950Purchases of stock-in-trade 1,531 1,980(Increase) / Decrease in Inventories of finished goods, stock-in-trade and work-in-progress

24 -561 76

Excise duty on sale of goods 96 277Employees' benefits expense 25 696 479Finance costs 26 31 25Depreciation and amortisation expense 3 98 60Other expenses 27 1,696 1,370Total Expenses 10,740 9,217

5 Profit/(loss) before exceptional items and tax (3-4)

799 1,179

6 Exceptional Items 7 Profit/(loss) before tax (5-6) 799 1,1798 Tax expense: 6

Current Tax (294) (231)Deferred Tax credit / (expense) 1 199

(293) (32)9 Profit/(loss) for the period (7-8) 506 1,14710 Other Comprehensive Income

A (i) Items that will not be reclassified to Statement of Profit and Loss

- Remeasurement of Defined benefit plans (41) 2A (ii) Income tax relating to items that will not be

reclassified to Statement of Profit and Loss - Remeasurement of Defined benefit plans 14 (1)

11 Total other comprehensive income (A (i - ii)) (27) 112 Total comprehensive income for the period

(9+11) 479 1,148

13 Earnings per equity share:Basic and Diluted 32 5.41 12.41Significant accounting policies and Notes forming part of the financial statements

1 - 40









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AIMCO PESTICIDES LIMITEDStandalone Cash Flow Statement for the year ended 31st March, 2018

All amounts are in ` lakhs and (*) denotes figures less than a lakh YEAR ENDED

31.03.2018 YEAR ENDED

31.03.2017 A CASH FLOW FROM OPERATING ACTIVITIES

Net Profit/(Loss) before tax and exceptional items 799 1,179Adjustment for:Depreciation 98 60Interest Paid - *Loss on assets demolished 23 -Exchange difference on translation of foreign currency cash and cash equivalents

(1) *

Net (Gain)/Loss on Foreign currency translations (16) (15)Remeasurement of Defined benefit plans (41) 2Interest income (1) 62 (2) 45Operating Profit/(Loss) before working capital changes 861 1,224Adjustment for:(Increase)/Decrease in Trade Receivables 50 773(Increase)/Decrease in Loans and advances and Other Assets (135) (583)(Increase)/Decrease in Inventories (755) (41)Increase/(Decrease) in Trade Payables and Current Liabilities (64) (653)Increase/(Decrease) in Provisions 85 (819) (48) (552)Cash generated (outflow) from operations before tax 42 672Deferred Tax expense / (credit) 110 3Direct Taxes paid (Net) 279 389 8 11NET CASH FLOW (OUTFLOW) FROM OPERATING ACTIVITIES (A) 431 683

B CASH FLOW FROM INVESTING ACTIVITIESPurchase of fixed assets (317) (891)Investment in subsidiary company (5) -Increase in Margin Money deposit - *Interest income 1 2NET CASH INFLOW (OUTFLOW) FROM INVESTING ACTIVITIES (B) (321) (889)

C CASH FLOW FROM FINANCING ACTIVITIESInterest Paid - *Issue of equity shares 35NET CASH USED IN FINANCING ACTIVITIES (C) 35 *NET CHANGES IN CASH AND CASH EQUIVALENTS (A+B+C) 145 (206)Cash and Cash equivalent as at the beginning of the yearCash and Bank balances 35 241Unrealised Foreign Exchange Fluctuation on cash and cash equivalents 1 *Cash and Cash equivalent as at the end of the year (Refer Note 10) 181 35

Explanatory notes to Statement of Cash Flows:(i) The Statement of Cash Flows is prepared in accordance with the format prescribed by Securities and Exchange Board of India

and as per Ind AS 7 as notified by Ministry of Corporate Affairs.(ii) In Part-A of the Cash Flow Statement, figures in brackets indicate deductions made from the Net Profit for deriving the net cash

flow from operating activities. In Part-B and Part-C, figures in brackets indicate cash outflows.(iii) The net profit / loss arising due to conversion of current assets / current liabilities, receivable / payable in foreign currency is

furnished under the head “Foreign Exchange Fluctuations”.









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Standalone Statement of Changes in Equity for the year ended 31st March, 2018All amounts are in ` lakhs and (*) denotes figures less than a lakh

A) Equity Share Capital

Particulars Equity Share CapitalAs on 1 April 2016 924Changes in equity share capital during the year 2016-17 -As on 31 March 2017 924Changes in equity share capital during the year 2017-18 34As on 31 March 2018 958

B) Other Equity

Particulars Other Equity TotalSecurities Premium

Retained Earnings #

As on 1 April 2016 800 (1,024) (224)Profit for the year 2016-17 - 1,147 1,147Other comprehensive income for the year 2016-17 (net of tax)

- 1 1

Additions /(Deletions) during the year - - -As on 31 March 2017 800 124 924Profit for the year 2017-18 - 506 506Other comprehensive income for the year 2017-18 (net of tax)

- (27) (27)

Additions /(Deletions) during the year 546 - 546As on 31 March 2018 1,346 603 1,949

# including remeasurement of net defined benefit plans

The accompanying notes are an integral part of the financial statementsAs per our report of even date For and on behalf of the Board








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AIMCO PESTICIDES LIMITEDNOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 20181 Corporate information Aimco Pesticides Limited (‘the Company’) is a public limited company domiciled in India incorporated

under the provisions of the Companies Act, 1956. Its shares are listed on Bombay Stock Exchange in India. The Company is engaged in the business of manufacturing and trading in agrochemical products. Its manufacturing plant is located at Taluka Khed, District Ratnagiri, Maharashtra. The Company caters to both domestic and international markets.

2 Significant Accounting Policies: Statement of compliance: The standalone financial statements of the Company have been prepared in accordance with Indian

Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended. These financial statements is approved for issue by the Board of Directors of the Company in its Board meeting held on 25th May, 2018.

2.1 Basis of Preparation and Presentation: For all periods up to and including the year ended 31 March 2017, the Company has prepared its financial

statements in accordance with the accounting standards notified under Section 133 of the Companies Act 2013 (‘the Act’), read together with Rule 7 of the Companies (Accounts) Rules, 2014 (‘Previous GAAP’). These financial statements for the year ended 31 March 2018 are the first such financial statements the Company has prepared in accordance with Ind AS. Refer to Note 38 for information on first time adoption of Ind AS.

These financial statements have been prepared on an accrual basis and under the historical cost convention except for certain financial assets and liabilities measured at fair value. All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and other criteria set out in the Schedule III to the Act. Based on the nature of products and the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current – non-current classification of assets and liabilities.

The financial statements are presented in rupees and all values are rounded to the nearest lakhs, except when otherwise stated.

2.2 Fair Value measurement:(i) The Company measures certain financial instruments at fair value at each reporting date. Certain

accounting policies and disclosures require the measurement of fair values, for both financial and non- financial assets and liabilities.

(ii) Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Company has access at that date. The fair value of a liability also reflects its non-performance risk.

(iii) The best estimate of the fair value of a financial instrument on initial recognition is normally the transaction price – i.e. the fair value of the consideration given or received. If the Company determines that the fair value on initial recognition differs from the transaction price and the fair value is evidenced neither by a quoted price in an active market for an identical asset or liability nor based on a valuation technique that uses only data from observable markets, then the financial instrument is initially measured at fair value, adjusted to defer the difference between the fair value on initial recognition and the transaction price. Subsequently that difference is recognised in Statement of Profit and Loss on an appropriate basis over the life of the instrument but no later than when the valuation is wholly supported by observable market data or the transaction is closed out.

(iv) While measuring the fair value of an asset or liability, the Company uses observable market data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation technique as follows:

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- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.- Level 2: inputs other than quoted prices included in Level 1 that are observable for the assets or

liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).- Level 3: inputs for the assets or liability that are not based on observable market data

(unobservable inputs).(v) When quoted price in active market for an instrument is available, the Company measures the fair

value of the instrument using that price. A market is regarded as active if transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis.

(vi) If there is no quoted prices in an active market, then the Company uses a valuation techniques that maximise the use of relevant observable inputs and minimise the use of unobservable inputs. The chosen valuation technique incorporates all of the factors that market participants would take into account in pricing a transaction.

(vii) The Company regularly reviews significant unobservable inputs and valuation adjustments. If the third party information, such as broker quotes or pricing services, is used to measure fair values, then the Company assesses the evidence obtained from the third parties to support the conclusion that these valuations meet the requirements of Ind AS, including the level in the fair value hierarchy in which the valuations should be classified.

2.3 Use of judgements and estimates The preparation of financial statements in conformity with the recognition and measurement principles

of Ind AS requires the management of the Company to make judgements, estimates and assumptions that affect the reported balances of assets, liabilities, income and expense and disclosures relating to contingent liabilities.

Estimates and underlying assumptions are reviewed on an ongoing basis. Any revision to accounting estimates are recognised in the period in which the estimates are revised and future periods are affected.

Although these estimates are based on the management’s best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods.

The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying values of assets and liabilities within the next financial year are discussed below.• Estimates of useful lives and residual value of Property, Plant and Equipment and intangible assets;• Measurement of Defined Benefit Obligations ;• Measurement and likelihood of occurrence of Provisions and contingencies;• Recognition of deferred tax assets; and• Measurement of recoverable amounts of cash-generating units.

2.4 Property, Plant and Equipment: Recognition and Measurement: Items of property, plant and equipment are measured at cost of acquisition or construction, less

accumulated depreciation and accumulated impairment losses, if any. The cost of an item of property, plant and equipment comprises its purchase price, including non-refundable taxes or duties, freight and other incidental expenses related to the acquisition, installation and any costs for bringing the assets to its working conditions for its intended use. Subsequent expenditure is added to its book value or recognised as a separate asset, as appropriate only if it increases the future economic benefits from the existing assets beyond its previously assessed standard of performance. Borrowing costs directly attributable to acquisition or construction of those fixed assets which necessarily take a substantial period of time to get ready for their intended use, are capitalised.

Property, plant and equipment which are not ready for intended use as on the date of Balance sheet are classified as ‘Capital work-in-progress’. Capital work-in-progress is stated at cost as on the date of

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AIMCO PESTICIDES LIMITEDBalance sheet which comprises of direct cost, directly attributable cost and attributable interest. The same is transferred or allocated to respective item of property, plant and equipment on their commissioning or put to us. Advances paid towards the acquisition of property, plant and equipment outstanding at each reporting date is classified as capital advances under other non-current assets.

Item of property, plant and equipment that have been retired from active use and are held for disposal are stated at the lower of their carrying value and estimated net realisable value. Any gain or loss on disposal of an item of property, plant and equipment is recognised in statement of profit and loss.

The Company has elected to continue with the carrying value of all of its property, plant and equipment recognised as of April 1, 2016 (the transition date) measured as per the previous GAAP and use such carrying value as its deemed cost as of the transition date.

2.5 Depreciation and amortisation: Depreciation is calculated on cost of items of property, plant and equipment less their estimated residual

values, and is recognised in the statement of profit and loss. Depreciation on property, plant and equipment is provided on the Straight Line Method based on the useful life of assets estimated by the Management which coincide with the life specified under Schedule II of the Act. Depreciation is charged on additions / deletions on a pro-rata basis with reference to the date of additions / deletions. Individual assets costing less than ` 5,000/- are depreciated in full in the year of acquisition.

Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets. However, when there is no reasonable certainty that ownership will be obtained by the end of the lease term, assets are depreciated over the shorter of the lease term and their useful lives.

Leasehold improvements is amortised over the shorter of the lease term and their useful lives.2.6 Impairment of Tangible Assets The Company assesses at each reporting date whether there is any indication that an asset may be

impaired. If any such indication exists, the Company estimates the recoverable amount of the asset. If such recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognized in the statement of profit and loss. If at the reporting date there is an indication that a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of amortized historical cost.

2.7 Financial Instruments A financial Instrument is any contract that gives rise to a financial asset of one entity and financial liability

or equity instrument of another entity. Recognition and initial measurement: Financial assets and liabilities are recognised when the Company becomes a party to the contractual

provisions of the instrument. Financial assets and liabilities are initially recognised at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities [other than financial assets and financial liabilities at fair value through profit or loss (‘FVTPL’)] are added to or deducted from the fair value of the financial asset or financial liability, as appropriate, on initial recognition. Transaction cost directly attributable to the acquisition of financial asset or financial liability at FVTPL are recognised immediately in the Statement of Profit and Loss.(a) Financial Assets:

(i) Classification: Depending on the entity’s business model for managing the financial assets and the contractual

terms of the cash flow, the Company classifies its financial assets in the following measurement categories:• Those to be measured subsequently at fair value [either through Other Comprehensive

Income (‘OCI’) or through Statement of Profit and Loss]; and• Those measured at amortised cost.

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(ii) Subsequent measurement: For the purpose of subsequent measurement, financial assets are classified in the following

categories:• Financial assets at amortised cost;• Financial assets at FVTPL; and• Financial assets at fair value through other comprehensive income (‘FVOCI’).(a) Financial assets at amortised cost: Financial assets are subsequently measured at amortised cost if these financial assets are

held within a business whose objective is to hold these assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (‘EIR’) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in the Statement of Profit and Loss. The losses arising from impairment are recognised in the Statement of Profit and Loss. This category generally applies to trade and other receivables, loans and other financial assets.

(b) Financial assets at FVTPL: Financial assets are measured at fair value through profit or loss unless it is measured at

amortised cost or at fair value through other comprehensive income on initial recognition. The transaction costs directly attributable to the acquisition of financial assets and liabilities at fair value through profit or loss are immediately recognised in the Statement of Profit and Loss.

(c) Financial assets at FVTOCI: Financial assets are measured at fair value through other comprehensive income if these

financial assets are held within a business whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

(iii) Derecognition: Financial Assets are derecognized when the contractual rights to the cash flows have expired or

been transferred together with substantially all risk and rewards.(iv) Impairment: In respect of financial assets other than at fair value, the impairment methodology applied

depends on whether there has been a significant increase in credit risk. For trade receivables, the Company applies the simplified approach permitted by Ind AS 109 Financial Instruments, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

(b) Financial Liabilities and equity instruments issued by the Company:(i) Initial recognition and measurement: Financial Liabilities are recognised when the Company becomes a party to the contractual

provisions of the instrument. Financial liabilities are initially measured at the amortised cost unless at initial recognition, they are classified as FVTPL. In case of trade payables, they are initially recognised at fair value and subsequently, these liabilities are held at amortised cost, using the EIR method.

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AIMCO PESTICIDES LIMITED(ii) Subsequent measurement: Financial liabilities are subsequently measured at amortised cost using the EIR method. Financial

liabilities carried at FVTPL are measured at fair value with all changes in fair value recognised in the Statement of Profit and Loss.

(iii) Derecognition: A financial liability is derecognised when the obligation specified in the contract is discharged,

cancelled or expires.(iv) An equity instrument is a contract that evidences residual interest in the assets of the Company

after deducting all of its liabilities. Equity instruments issued by the Company are recognised at the proceeds received net off direct issue cost.

(c) Offsetting: Financial assets and financial liabilities are offset and the net amount is reported in financial

statements if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

2.8 Investments(a) Investments in subsidiary companies and associate are carried at cost less accumulated impairment

losses, if any. Where an indication of impairment exists, the carrying amount of the investment is assessed and written down immediately to its recoverable amount. On disposal of investment in subsidiary companies or associate, the difference between net disposal proceeds and the carrying amounts are recognised in the Statement of Profit and Loss.

On transition to Ind AS, the Company has elected to continue with the carrying value of all of its investments in subsidiaries and associate recognised as at April 1, 2016 measured as per the previous GAAP and use that carrying value as the deemed cost.

(b) Investments, other than above, that are readily realisable and intended to be held for not more than a year are classified as current investments. All other investments are classified as Non-current investments.

Non-current investments are carried at cost less any other-than-temporary diminution in value, determined separately for each individual investment. The reduction in the carrying amount is reversed when there is a rise in the value of the investment or if the reasons for the reduction no longer exist. Current investments are carried at the lower of cost and fair value. The comparison of cost and fair value is done separately in respect of each category of investment.

2.9 Inventories Inventories are valued at the lower of cost or net realisable value. Costs of inventories are determined on

a first-in-first-out basis. Cost includes direct materials, labour, a proportion of manufacturing overheads, based on normal operating capacity and other cost incurred in bringing them to their present location and condition. Net realisable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale.a) Raw materials, Packing Materials, Stores and Spares : At lower of cost (determined on FIFO basis)

or net realisable value;b) Finished Goods and Work in progress: At cost and a proportion of manufacturing overheads OR

Net realisable value, whichever is less. Cost includes direct materials, labour, a proportion of manufacturing overheads, based on normal operating capacity and where applicable, excise duty.

c) Traded goods: Cost includes cost of purchase and other costs incurred in bringing the inventories to their present location and condition. Costs is determined on a first-in-first-out basis.

d) Materials and other items held for use in the production of inventories are not written down below cost if the finished products in which they will be incorporated are expected to be sold at or above cost.

2.10 Income Tax Tax expense comprises of current and deferred tax charge or credit. It is recognized in statement of profit

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and loss except to the extent that it relates to items recognized directly in equity or in Other Comprehensive Income.(a) Current Tax: Current tax is measured at the amount of tax expected to be payable on the taxable income for the

year as determined in accordance with the provisions of the Income Tax Act, 1961. Current tax assets and current tax liabilities are off set when there is a legally enforceable right to set

off the recognized amounts and there is an intention to settle the asset and the liability on a net basis.(b) Deferred Tax Deferred income tax is recognised using the Balance Sheet approach. Deferred income tax assets

and liabilities are recognised for deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amount.

Deferred tax assets are recognised only to the extent that it is probable that either future taxable profits or reversal of deferred tax liabilities will be available, against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised.

The carrying amount of a deferred tax asset shall be reviewed at the end of each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.

Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.

Deferred tax assets and liabilities are off set when there is a legally enforceable right to off set current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority.

The Company recognises credit for Minimum Alternative Tax (MAT) only when and to the extent there is a convincing evidence that the same would be set off during the specified period. The Company reviews the same at each reporting date and writes down the carrying amount of MAT Credit Entitlement to the extent there is no longer convincing evidence to the effect that Company will pay normal Income Tax during the specified period.

2.11 Foreign currency transactions and balances Foreign currency transactions are recorded using the exchange rates prevailing on the dates of the

respective transactions. Exchange differences arising on foreign currency transactions settled during the year are recognised in the statement of profit and loss.

Monetary assets and liabilities denominated in foreign currencies as at the reporting date are translated using the foreign exchange rates as at the reporting date. The resultant exchange differences are recognised in the statement of profit and loss. Non-monetary assets and liabilities are not translated.

2.12 Revenue recognition Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company

and the revenue can be reliably measured.(a) Sale of goods: Revenue is measured at the fair value of the consideration received or receivable, taking into account

contractually defined terms of payment and excluding taxes or duties collected on behalf of the government. Revenue from sale of goods is recognised when significant risks and rewards in respect of ownership have been transferred to the customer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, there is no continuing management involvement with the goods to the degree usually associated with the ownership, and the amount of revenue can be measured reliably, regardless of when the payment is being made. Revenue from sales of goods is recognized upon its delivery to stockiest / customers by clearing and forwarding agents of the Company. Revenue from export sales is recognized when the significant risks and rewards of ownership of products are transferred to the customers, which is based upon the terms of the applicable contract.

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AIMCO PESTICIDES LIMITED(b) Export incentives: Export Incentive is accounted for when the right to receive the same is established and when there

is no significant uncertainty regarding the ultimate collection of export proceeds. Export benefit in the form of duty saved on cost of material purchased is recognised as reduction

from material consumption when the advance licence is used for the import of material and there is no significant uncertainty regarding the fulfilment of export obligation attached to it. The amount of duty saved is treated as contingent liability and disclosed as such till the export obligation is met.

(c) Interest income: Income from interest on deposits, loans and interest bearing securities is recognised on the time

proportionate method.(d) Lease rental income: Rental income from operating leases (net of any incentives given to the lesees) is recognised on a

straight-line basis over the lease term.2.13 Employee benefits

(a) Short Term Employee Benefits: All employee benefits payable wholly within twelve months of rendering the service are classified

as short term employee benefits. Benefits such as salaries, wages, and paid annual leave, bonus, leave travel assistance, medical allowance, contribution to provident fund etc. are recognised as an expense during the period when the employees render the services.

(b) Post-Employment Benefits(i) Defined contribution plan A defined contribution plan is a post-employment benefit plan under which an entity pays fixed

contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Retirement benefits in the form of Provident Fund is a defined contribution scheme and the contributions are charged to the statement of profit and loss for the year when the contribution to the fund accrues. There are no obligations other than the contribution payable to the recognized Provident Fund.

ii) Defined benefit plans A defined benefit plan is a post-employment benefit plan other than a defined contribution

plan. The Company’s gratuity plan is defined benefit plan. The Company pays gratuity to the employees who have completed five years of service at the time of resignation/superannuation. The gratuity is paid @15 days salary for every completed year of service as per the Payment of Gratuity Act 1972.

The liability in respect of gratuity and other post-employment benefits is determined based on actuarial valuation using the Projected Unit Credit Method and spread over the period during which the benefit is expected to be derived from employees’ services. Re-measurement of Defined Benefit Plans in respect of post-employment are charged to the Other Comprehensive Income. Other Long – term employee benefit viz. leave encashment is recognised as an expenses in the Statement of Profit and Loss as and when it accrues. The Company determines the liability using the Projected Unit Credit Method, with actuarial valuation carried out as at the reporting date. The Actuarial gains and losses in respect of such benefit are charged to the Statement of Profit and Loss.

2.14 Borrowing Costs Borrowing costs that are attributable to the acquisition, construction or production of qualifying assets

are capitalized for the period until the asset is ready for its intended use. A qualifying asset is an asset that necessarily requires a substantial period of time to get ready for its intended use or sale. All other borrowing costs are recognised as an expense in the period in which they are incurred.

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2.15 Research and Development Costs Research expenditure is charged to the Statement of Profit and Loss. Development costs of products

are also charged to the Statement of Profit and Loss unless a product’s technical feasibility has been established, in which case such expenditure is capitalised. Tangible assets used in research and development are capitalised.

2.16 Leases As lessee: Leases are classified as finance leases whenever the terms of lease transfer substantially all the risks

and rewards of ownership to the lessee. Leases where a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Lease payments under an operating lease are recognised as an expense in the statement of profit and loss on a straight line basis over the lease term.

2.17 Provisions, Contingent Liabilities and Contingent assets Provisions (other than employee benefits): A provision is recognized when the Company has a present obligation as a result of past event, it is probable

that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the effect is material, provisions are recognised at present value by discounting the expected future cash flows at a pre-tax rate that reflects current market assessment of the time value of money. In other cases the same are determined based on best estimate required to settle the obligation at the reporting date. These are reviewed at each reporting date and adjusted to reflect the current best estimates.

Contingent Liabilities and Contingent Assets: A contingent liability is a possible obligation that arises from past events whose existence will be confirmed

by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. When there is a possible and present obligation in respect of which the likelihood of outflow of resources is remote, no disclosure is made. The Company does not recognize a contingent liability but discloses its existence in the financial statements.

Loss contingencies arising from claims, litigation, assessment, fines, penalties, etc. are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated.

Contingent assets are not recognised in the financial statements.2.18 Earnings per share Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity

shareholders by the weighted average number of equity shares outstanding during the period. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable

to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

2.19 Cash flow statement Cash flows statement is prepared using the indirect method, whereby profit / loss before extraordinary

items and tax, is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.

Amendment to Ind AS 7 The amendment to Ind AS 7 requires the entities to provide disclosures that enable users of financial

statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes, suggesting inclusion of a reconciliation between the opening and closing balances in the balance sheet for liabilities arising from financing activities, to meet

74

AIMCO PESTICIDES LIMITEDthe disclosure requirement. The adoption of the amendment did not have any material impact on the financial statements.

2.20 Dividend to equity shareholders Final dividend on shares are recorded as a liability on the date of approval by the shareholders and interim

dividends are recorded as a liability on the date of declaration by the Company’s Board of Directors.2.21 Cash and Cash equivalents Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances

(with an original maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value and bank overdrafts repayable on demand forming the Company’s cash management policy.

2.22 Recent accounting pronouncement Standards Issued but not Effective: On March 28, 2018, Ministry of Corporate Affairs (‘MCA’) has notified the Companies (Indian Accounting

Standards) Amendment Rules, 2018. As per the said Notification, the amendments to Accounting Standards that are issued, but not yet effective, up to the date of issuance of the Company’s financial statements are as under:(a) Appendix B to Ind AS 21, Foreign currency transactions and advance consideration: The Notification clarifies the date of the transaction for the purpose of determining the exchange rate

to use on initial recognition of the related asset, expense or income, when an entity has received or paid advance consideration in a foreign currency. The amendment will come into force from 1 April 2018.

(b) Issue of Ind AS 115 - Revenue from contracts with customers: New Ind AS 115 establishes a single comprehensive model for entities to use in accounting for

revenue arising from contracts with customers. It will supersede the current revenue recognition standard Ind AS 18 Revenue, Ind AS 11 Construction Contracts and the related interpretations. The core principle of the new standard is that an entity should recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Specifically, the standard introduces a 5-step approach to revenue recognition:Step 1: Identify the contract;Step 2: Identify the performance obligation in contract;Step 3: Determine the transaction price;Step 4: Allocate the transaction price to the performance obligations in the contract;Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation.

Under Ind AS 115, an entity recognises revenue when (or as) a performance obligation is satisfied, i.e. when ‘control’ of the goods or services underlying the particular performance obligation is transferred to the customer. Further, the standard requires enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts with customers.

The Company is evaluating the impact of these amendments on its financial statements.

75

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76


Note 4 : Investments (At Cost)

Particulars As at 31st March, 2018

`

As at 31st March, 2017

`

As at 1st April, 2016

`UnquotedInvestments in subsidiaries:Aimco Ecoscience Ltd 1,00,000 (31 March 2017: 50,000; 1 April 2016: 50,000) equity shares of ` 10 each fully paid 10 5 5Aimco International FZE1 (31 March 2017: 1; 1 April 2016: 1) share of AED 30,000 each fully paid 5 5 5AGGREGATE AMOUNT OF UNQUOTED INVESTMENTS

15 10 10

Note 5 : Loans


`


`


`Unsecured, considered good- To Employees 1 1 1Total 1 1 1

Note 6 : Deferred Tax (Net) and Tax Expense(a) Deferred Tax


`


`


`Deferred Tax Asset 170 280 82Total 170 280 82

(b) Amounts recognized in profit and loss


`


`Current tax expense (A)In respect of current year (294) (231)

(294) (231)Deferred tax expense (B)In respect of current year 1 (2)Minimum Alternate Tax (MAT) Credit - 201

1 199Tax expense recognized in the income statement (A+B) (293) (32)

All amounts are in ` lakhs and (*) denotes figures less than a lakh

77

(c) Amounts recognized in other comprehensive income

Particulars For the year ended 31st March, 2018

For the year ended 31st March, 2017

Before tax

Tax (expense)

benefit

Net of tax

Before tax

Tax (expense)

benefit

Net of tax

Items that will not be reclassified to statement of profit and lossRemeasurements of the defined benefit plans (41) 14 (27) 2 (1) 1

(41) 14 (27) 2 (1) 1(d) Reconciliation of effective tax rate



% Amounts % AmountsProfit before tax 799 1,179Tax using the Company’s domestic tax rate 33.06% 264 30.90% 364Tax effect of:Disallowable expenses 2.37% 19 (2.37%) (28)Difference in tax rates 1.37% 11 0.25% 3Set off of unabsorbed business loss 0.00% - (26.29%) (310)Others (0.13%) (1) 0.22% 3Effective income tax rate 36.67% 293 2.71% 32

(e) Movement in deferred tax

Particulars As at 31st March, 2018 Net balanceApril 1, 2017

Recognized in profit or loss

Recognized in OCI

Net Deferred tax asset

Deferred tax liability

Deferred tax assets / (liabilities) in relation to:Allowance for Expected Credit Loss

- * * * -

Provision for Compensated absences

21 3 24 24 -

Provision for Gratuity 27 (1) 14 40 26 14MAT Entitlement # 278 - 153 153 -Property, Plant and Equipment

(46) (1) (47) - (47)

Total 280 1 14 170 203 (33) # Net of ` 125 utilised during the year.


78




Recognized in OCI



Deferred tax assets / (liabilities) in relation to:Provision for Compensated absences

14 7 21 21 -

Provision for Gratuity 27 1 (1) 27 28 (1)MAT Entitlement 77 201 278 278 -Property, Plant and Equipment

(36) (10) (46) - (46)

Total 82 199 (1) 280 327 (47)Note 7 : Other Non - Current Assets


`


`


`Unsecured, considered good(i) Capital Advances

(a) Related Parties 50 220 -(b) Others - 29 -

(ii) Deposits 14 83 82(iii) Others Balance with Government authorities 92 79 21Total 156 411 103

Note 8 : Inventories


`


`


`Raw Materials and Packing Materials 1,322 1,037 920[including goods in transit of ` Nil (March 31, 2017: ` Nil; April 1, 2016: ` 30)]Finished goods 921 563 787[including goods in transit of ` 107 (March 31, 2017: ` 7 ; April 1, 2016:` 7)]Stock-in-trade 59 180 56Work in Progress 395 165 139Stores and spares 14 12 14Total 2,711 1,957 1,916


79

Note 9 : Trade Receivables


`


`


ÙnsecuredReceivable from Related parties 67 49 54Receivable from Others 1,567 1,634 2,438

1,634 1,683 2,492Of which:a) Considered good 1,633 1,683 2,489b) Doubtful 1 - 3Less: Allowance for bad and doubtful debts (1) - (3)Total 1,633 1,683 2,489

Note 10 : Cash & Cash Equivalents


`


`


`(i) Balances with Banks

(a) In current accounts 164 32 170(b) In deposit accounts with original

maturity of less than three months 8 * 65

(ii) Cash on Hand 9 3 6Total 181 35 241

Note 11 : Other Bank Balances


`


`


Ìn deposit accountMargin Money for Bank guarantee 4 4 4Total 4 4 4

Note 12 : Loans


`


`


Ùnsecured, considered goodLoan to employees 63 3 1Total 63 3 1


80


Note 13 : Other Current Assets


`


`


`Unsecured(i) Advances other than Capital Advances

(a) Other advances including prepaid expenses (Refer Note (i) below)

266 89 130

(b) Advance to Suppliers 11 56 40(c) Due from Directors 88 94 12

(ii) Others(a) Interest accrued on deposits but not

due 2 1 *

(b) Balance with Government Authorities 305 102 80(c) Assets held for Disposal (Refer Note (ii) below)

- - 7

Total 672 342 269Notes:(i) Other advances includes sum of ` 70 (March 31, 2017: ` 70 ; April 1, 2016: ` 70) paid by way of a Rent

deposit and `* (March 31, 2017: ` Nil ; April 1, 2016: ` Nil) to a firm/LLP wherein some of the directors are partners.

(ii) Assets held for disposal consists of plant & equipment which have been identified for disposal due to replacement / obsolescence of assets which happens in the normal course of business.

Note 14 : Share Capital

Particulars As at 31st March 2018 As at 31st March 2017 As at 1st April 2016 No. of Shares

Amount (`)

No. of Shares

Amount (`)

No. of Shares

Amount (`)

Authorised:Equity Shares of ` 10 each 1,50,00,000 1,500 1,50,00,000 1,500 1,50,00,000 1,500Issued, Subscribed and Fully Paid - up:Equity Shares of ` 10 each 95,82,513 958 92,36,513 924 92,36,513 924Total 95,82,513 958 92,36,513 924 92,36,513 924

Reconciliation of number of equity shares and amount outstanding at the beginning and at the end of the year

Particulars No. of Shares Amount (`)At 1 April 2016 92,36,513 924Increase /(decreased) during the year - -At 31st March 2017 92,36,513 924Increase /(decreased) during the year 3,46,000 34Balance as at 31st March 2018 95,82,513 958


81

Notes: Terms & Rights attached to each class of shares1) The Company has only one class of equity shares having par value of ` 10 per share. Each holder of

equity shares is entitled to one vote per share.

2) The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

3) In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

4) During the year the Company has issued 3,46,000 equity shares of ` 10 each (at ` 168 each) including securities premium of ` 158.

Details of Shares held by shareholders holding more than 5% of the shares:

Names of Shareholders As at 31 March, 2018 As at 31 March, 2017 As at 1st April, 2016 No. of shares

Percentage No. of shares


Percentage

Amisco Agrochem Limited 22,21,298 22.14% 21,21,298 22.97% - -Pradeep P Dave 9,02,091 9.41% 9,02,081 9.77% 7,46,684 8.08%Samir P Dave 5,52,718 5.77% 5,52,718 5.98% - -Aimco Investment Private Limited

5,46,345 5.70% 5,46,345 5.92% 5,46,345 5.92%

Excel Crop Care Limited - - - - 23,30,120 25.23%Note 15 : Other Equity


`


`


`Securities Premium 1,346 800 800Retained Earnings 603 124 (1,024)Total 1,949 924 (224)

Notes :

(a) Securities Premium


`


`Opening balance 800 800Additions /(Deletions) during the year 546 -Closing balance 1,346 800

Securities premium account represents the surplus of proceeds received over the face value of shares, at the time of issues of shares.


82


(b) Retained Earnings


`


`Opening Balance 124 (1,024)Add: Profit for the year 506 1,147Add: Remeasurement of defined benefit liability / (assets) (net of tax) (27) 1Closing balance 603 124

Retained earnings are the profits that the Company has earned till date, less any transfers to general reserves and payment of dividend.

Note 16 : Provisions


`


`


`Provision for employee benefits (Refer Note 30)(a) Provision for compensated absences 62 60 32(b) Provision for Gratuity 81 82 74Total 143 142 106

Note 17 : Trade Payables


`


`


`(i) Dues to Micro, Small and Medium enterprises - - -(ii) Dues to Related Parties - - -(iii) Dues to Others 3,233 3,098 3,951

3,233 3,098 3,951Note:The Company has not received any information from it’s vendors regarding their status under Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures, if any, required under the said Act has not been made.

Note 18 : Other Liabilities


`


`


`(i) Trade/Security Deposits 33 25 16(ii) Advances from Customers 108 166 271(iii) Statutory Dues 39 148 125(iv) Book overdraft from Bank 133 75 -(v) Others: - To Related Parties 10 7 6 - To Others 137 254 105Total 460 675 523


83



`


`


`Provision for employee benefitsProvision for bonus 7 7 4Provision for compensated absences (Refer Note 30)

25 7 11

Provision for Gratuity (Refer Note 30) 64 8 8Provision for employee incentives 11 5 6Total 107 27 29

Note 20 : Current Tax Liabilities


`


`


`Provision for Tax 183 166 207[Net of advance tax ` 480 (March 31, 2017: ` 310 ; April 1, 2016: ` 160)]Total 183 166 207

Note 21 : Revenue from Operations


`


`(a) Sale of Products (Refer Note 39) 10,826 9,974(b) Other Operating Revenues -i) Export Incentive 190 189ii) Commission Received - 39Total 11,016 10,202

Note 22 : Other Income


`


`a) Interest Income Interest income earned on financial asset that are not

designated as fair value through profit and loss:i) on bank deposits 1 2ii) on loans and advances 9 12iii) from others 3 1

b) Other Non operating income (net of expenses directly attributable to such income).i) Miscellaneous Balance written back (net) 507 166ii) Miscellaneous Income 3 -iii) Rental Income from operating lease - *iv) Scrap sales - 7v) Net Gain on foreign currency transactions - 6

Total (a+b) 523 194


84


Note 23 : Cost of Materials ConsumedCost of Raw Material Consumed


`


`Opening Stock 1,037 920Add: Purchases during the year 7,438 5,067Less: Sale of Raw MaterialLess: Closing Stock (1,322) (1,037)Total 7,153 4,950

Note 24 : (Increase) / Decrease in Inventories of finished goods, stock-in-trade and work-in-progress


`


`Inventories at the end of the year:

Finished Goods 921 563Stock-in-trade 59 180Work In Progress 395 165

Inventories at the beginning of the year:Finished Goods 563 788Stock-in-trade 180 56Work In Progress 165 140Excise Duty Provision included in Opening Inventory (94) -

Net (increase) / decrease (561) 76Note 25 : Employee benefits expense


`


`Salaries, Wages and Bonus 514 420Contributions to Provident Fund and Other Funds (Refer Note 30)

20 17

Managerial Remuneration (Refer Note below) 149 28Staff Welfare Expenses 13 14Total 696 479

Note:Managerial remuneration paid is net of recovery of excess remuneration paid in earlier years ` Nil (March 31, 2017: ` 91)


85

Note 26 : Finance costs


`


`Interest costs:(i) Interest on borrowings - *(ii) To Supplier of Goods * -(iii) To Others - Interest on delayed payment of statutory dues and Income Tax

27 25

- Interest on Bill discounting charges 2 - - Others 2 -Total 31 25

Note 27 : Other Expenses


`


`Consumption of stores and spare parts 91 86Product Registration Expenses 21 19Increase / (decrease) of excise duty on inventory - (12)Power and fuel 149 154Rent including lease rentals 70 51Repairs and maintenance - Buildings 22 21Repairs and maintenance - Machinery 56 30Repairs and maintenance - Others 13 10Insurance 11 12Rates and taxes 1 1Communication Expenses 15 15Travelling and conveyance 105 112Freight and forwarding 467 320Advertisement and Sales promotion 73 47Research & Development Expenditure 21 14Legal and professional charges 60 50Payments to Auditors (Refer Note below) 7 10Sales Tax / VAT Expenses 34 98Labour Charges 262 189Brokerage / Commission 12 8Provision for doubtful debts 1 -Loss on assets demolished 23 7Net loss on foreign currency transactions 28 -Share of loss from Associates * -Miscellaneous expenses 154 128Total 1,696 1,370


86


Note:


`


`Payments to auditors (Net of Service Tax / GST) comprises :As auditors - Statutory audit 5 5For Tax audit - 1For Taxation matters - 1For other services (includes `* paid to erstwhile auditors) 2 3Total 7 10

Additional information2828.1 Contingent liabilities and commitments (to the extent not provided for)


`


`


`a) Contingent liabilities - Claims against the Company not acknowledged as debt

44 46 46

- Estimated amount of obligation on account of non fulfillment of export commitments under various advance

licences.

636 529 456

b) Commitments - For Capital expenditure 5 39 23

685 614 52528.2 The Company’s pending litigations comprise of claims against the Company by the parties and

proceedings pending with the Revenue authorities. The Company has reviewed all its pending litigations and proceedings and has adequately provided for, where provisions are required and disclosed the contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have any materially adverse effect on its financial results. For details on contingent liabilities refer Note 28.1 above.

28.3 The Current Assets and Loans and Advances are approximately of the value stated, if realized in the ordinary course of business.

28.4 The Company is in the process of reconciling balances of some parties. The Company believes that on completion of the said process, there would be no material adjustments necessary in the accounts.

28.5 During financial year 2014-15 the Company had paid remuneration of ̀ 25 to its Managing Director. Though the Central Government has approved the appointment, the amount payable by way of remuneration needs further clarification from the Central Government. Pending receipt of the same, the remuneration paid to the Managing director was charged to the Statement of Profit and Loss. The concerned director has agreed to hold the said sum received in trust till the matter is clarified by the Central Government.

28.6 The Company has made aggregate investments of ` 15 (March 31, 2017: ` 10 ; April 1, 2016: ` 10) in the share capital of two of its wholly owned subsidiaries (See Note 4). On account of losses suffered by the said two companies in the past few years, their entire net worth have been eroded. Considering the strategic and long term nature of the investments and the business plans of the investee companies,


87

according to the Company, the decline in the value of the investments is of temporary in nature. Hence, it is not considered necessary to provide for any losses in the value of the investments.

29 Leases The Company has taken office premises under Operating Lease as per Ind AS 17 ‘Leases’. These leases

have a term of 5 years with an option to renew the same.

Disclosure in respect of operating lease (as Lessee):


`


`Disclosures in respect of cancelable agreements for office and residential premises taken on lease(i) Lease payments recognized in the Statement of Profit and Loss 70 51(ii) Significant leasing arrangements NIL NIL The Company has given refundable interest free security

deposits under the agreements.(iii) Future minimum lease payments under non-cancelable

agreementsNot later than one year 67 53Later than one year and not later than five years 239 190Later than five years - 220

Disclosure in respect of operating lease (as Lessor):


`


`Disclosures in respect of cancelable agreements for office and residential premises given on lease(i) Lease receipts recognized in the Statement of Profit and Loss NIL *(ii) Significant leasing arrangements NIL NIL

30 Employee Benefits As per Ind AS 19 “Employee benefits”, the disclosures as required under the standard is as under:

I. Defined Contribution Plans The Company makes provident fund contribution to defined contribution plans for qualifying employees.

Under the scheme, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. An amount contributed to provident fund is recognised as an expense and included in employee benefit expenses in the statement of profit and loss. The contributions payable to these plans by the Company are at the rates specified in the rules of the schemes. The amount recognised as expense for the year is as under:

Particulars 2017-18 2016-17Employer's Contribution to Provident Fund 18 16Employer's Contribution to Employees' State Insurance Corporation

2 1


88


II. Defined Benefit Plan The Company has defined benefit plan for payment of gratuity to all qualifying employees. It is governed

by the Payment of Gratuity Act, 1972. Under this Act, an employee who has completed five years of service is entitled to the specified benefits depending on the employee’s length of service and salary at retirement age. The Company’s defined benefit plan is Non - Funded.

There are no other post retirement benefits provided by the Company.

The present value of the defined benefit obligation, the related current service cost and past service cost, were measured using the projected unit credit method.

A) Reconciliation of opening and closing balances of Defined Benefit Obligation

Particulars Gratuity (Unfunded) As at

31st March, 2018`


`


Defined Benefit Obligation at beginning of the year

90 82 69

Current Sevice Cost 7 6 6Past Service Cost - -Interest Expense 7 7 6Benefits paid - (3) -Remeasurements - Due to financial assumptions

(1) 3 -

Remeasurements - Due to Experience adjustments

42 (5) 1

Defined Benefit Obligation at end of the year 145 90 82B) Expenses recognized during the year

Particulars Gratuity (Unfunded) 2017-18 2016-17

In Income StatementCurrent Service Cost 7 6Past Service Cost - -Interest Cost 7 7Net Cost 14 13In Other Comprehensive IncomeActuarial (gain)/loss arising from changes in financial assumptions

(1) 3

Actuarial (gain)/loss arising from changes in experience adjustments 42 (5)Net (Income) / Expense for the year recognized in OCI 41 (2)Total 55 11


89

C) Actuarial Assumptions


31st March, 2018`


`


Discount Rate 7.50% 7.50% 8.00%Salary Escalation rate 5.00% 5.00% 5.00%Staff Turnover Rate 1.00% 1.00% 1.00%Mortality Table (as % of Indian Assured Lives Mortality (2006-09) Ultimate)

100.00% 100.00% 100.00%

Normal Retirement Age 60 Years 60 Years 60 YearsD) The assumption of the future salary increases, considered in actuarial valuation, takes into account the

inflation, seniority, promotion and other relevant factors. The above information is certified by the actuary.

E) Projected Benefits payable in future years from the date of reporting


`


`Year 1 66 8Year 2 13 32Year 3 5 11Year 4 3 4Year 5 2 2Next 5 years 47 25

F) Sensitivity Analysis Significant Actuarial Assumptions for the determination of the defined benefit obigation are discount rate,

salary escalation rate and withdrawal rate. The sensitivity analysis below, have been determined based on reasonably possible changes of the assumptions occuring at end of the reporting period, while holding all other assumptions constant. The result of Sensitivity analysis is given below:


`


`1 percentage increase in salary escalation 152 951 percentage decrease in salary escalation 140 851 percentage increase in withdrawal rate 149 921 percentage decrease in withdrawal rate 142 871 percentage increase in discount rate 138 841 percentage decrease in discount rate 154 97

Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligaiton has been calculated using “Projected Unit Credit” method as at the date of the Balance Sheet which is the same as that applied in calculating the defined benefit obligation liability recognized in Balance Sheet.

There were no changes in the methods and assumptions used in preparing the sensitivity analysis from prior years.


90


Risk Exposure These plans typically expose the Company to actuarial risks such as: Interest Risk, Longevity Risk and

Salary Risk.

Interest Risk A decrease in the bond interest rate will increase the plan liability.

Longevity Risk The present value of the defined benefit plan liability is calculated by reference to the best estimate of the

mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.

Salary Risk The present value of the defined benefit plan liability is calculated by reference to the future salaries of

plan participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.

G) Leave Encashment The Compensated Absences charge for the year ended 31 March 2018 ` 20 (31 March 2017 ` 24), based

on actuarial valuation carried out using the projected unit credit method.

31 Related Party Disclosures Related party disclosures as required by Ind AS 24 ‘Related Party Disclosures’ are given below:

A) Parties where control exist:

Wholly owned subsidiaries of the Company:

i) Aimco Ecoscience Limited;

ii) Aimco International FZE, United Arab Emirates.

B) Other Related parties with whom transactions have taken place during the year:

i) KR Aimco Agro LLP - Associate

ii) Key Managerial Personnel (KMP) :

a) Mrs. Elizabeth Shrivastava (Managing Director)

b) Mr. Pradeep P Dave (Executive Director)

c) Dr. Samir P Dave ( Executive Director)

d) Mr. Ashit P Dave ( Executive Director and Chief Financial Officer)

e) Mr. Dushyant Patel (Chairman & Non Executive, Independent Director)

f) Mr. Ramgopal Kaja (Non Executive, Independent Director)

g) Mr. B. B. Bhawsar (Non Executive, Independent Director)

iii) Entities controlled by KMP in which the directors’ have substantial interest ( i.e. more than 20% in voting power directly or indirectly):

i) Amisco Agrochem Ltd.

ii) Aimco Investment Pvt Ltd.

iii) Aurangabad Oil Extraction Co Pvt Ltd.

iv) All India Medical Corporation

v) NDR & Co.


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31.1 Details of transactions with above related parties

Nature of Transaction Subsidiaries Entities controlled by Key Managerial

Personnel

Associate / LLP Key Managerial Personnel

As at 31st

March, 2018

As at 31st

March, 2017

As at 31st

March, 2018

As at 31st

March, 2017

As at 31st

March, 2018

As at 31st

March, 2017

As at 31st

March, 2018

As at 31st

March, 2017

(a) Rent paidAshit P Dave (HUF) 10 8Samir P Dave (HUF) 10 8Pradeep P Dave (HUF) 7 4Meghna Dave 10 8Nandini Dave 10 8Tarlika Dave 10 8All India Medical Corpn * *NDR & Co. - *(b) Remuneration (See notes below)Ashit P Dave 34 5Samir P Dave 34 5Pradeep P Dave 40 13Elizabeth Shrivastava 40 5(c) Sitting FeesDushyant Patel 1 1Ramgopal kaja 1 1Bansilal Bhavsar 1 1(d) Share of loss from AssociatesKR Aimco agro LLP * -(e ) Sale of GoodsAimco International FZE 41 21(f ) Rent ReceivedNDR & Co. - *(g) Interest on Advance paidAmisco Agrochem Limited 8 12(h) Investment in SharesAimco Ecoscience Limited 5 -(i) Trade Receivable receivedAimco International FZE 22 -Aimco Ecoscience Limited 2 -(j) Other current asset receivable receivedElizabeth Shrivastava 4 -(k) Advance paidAshit P Dave 2 1Pradeep P Dave * -Amisco Agrochem Ltd - 720KR Aimco agro LLP * -(l) Advance receivedAmisco Agrochem Ltd 180 520(m) Other Liabilities repaidAll India Medical Corpn * -(n) Acquisition of Tenanted PremiseAmisco Agrochem Ltd - 20


92


Notes:i) The remuneration of directors and key executives is determined by the remuneration committee having

regard to the performance of individuals and market trends.

The above figures do not include provisions for encashable leave, gratuity and premium paid for group health insurance, as separate actuarial valuation / premium paid are not available.

ii) Net of recovery of ` Nil (March 31, 2017: ` 91)

31.2 Balances Outstanding

Name of Related parties

Subsidiaries Entities controlled by Key Managerial

Personnel


As at 31st

March, 2018

As at 31st

March, 2017

As at 31st

March, 2018

As at 31st

March, 2017

As at 31st

March, 2018

As at 31st

March, 2017

As at 31st

March, 2018

As at 31st

March, 2017

(a) Investment in SharesAimco International FZE

5 50

Aimco Ecoscience Limited

10 5

(b) Outstanding Deposits ReceivableAll India Medical Corpn 70 70(c )Advance ReceivableAmisco Agrochem Ltd 50 223Ashit P Dave 3 1Pradeep P Dave * -(d) Other Current AssetsAshit P Dave 24 24Samir P Dave 24 24Pradeep P Dave 17 17Elizabeth Shrivastava 21 25KR Aimco Agro LLP * -(e) Trade ReceivableAimco International FZE

67 48


- 2

(f) Other LiabilitiesAshit P Dave 2 2Samir P Dave 2 2Pradeep P Dave 3 2Elizabeth Shrivastava 3 2All India Medical Corpn - *KR Aimco Agro LLP * -


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Additional information32 Earnings per share (EPS) As per Ind AS 33 ‘Earnings per share’ basic earnings per share are calculated by dividing the net profit

or loss for the year attributable to equity shareholders (after deducting attributable taxes) by the weighted average number of equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year after adjusting for the effect of dilutive potential equity shares.


`


`Profit/(Loss) attributed to Equity Shareholders (`) 506 1,147Weighted average number of shares at 31 March, for basic and diluted EPS

93,50,266 92,36,513

Earning per Share (Basic and diluted) 5.41 12.4133 Financial InstrumentsA) Capital Management For the purpose of the Company’s capital management, capital includes issued equity capital, securities

premium and all other equity reserves attributable to the equity shareholders. The primary objective of the Company’s capital management is to maximise the shareholder value.

B) Financial Instruments-Accounting Classifications and Fair value measurements (Ind AS 107) Classification of Financial Assets and Liabilities:


`


`


`Financial assetsAt Amortised costLoans 64 4 2Trade receivables 1,633 1,683 2,489Cash and cash equivalents 181 35 241Bank balances other than above 4 4 4Total 1,882 1,726 2,736Financial liabilitiesAt Amortised costTrade payables 3,233 3,098 3,951Total 3,233 3,098 3,951

34 Financial risk management objectives (Ind AS 107) The Company’s Board of Directors has overall responsibility for the establishment and oversight of the

Company’s risk management framework.

The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities.

The key risks and mitigating actions are also placed before the Audit Committee of the Company.


94


The Company has exposure to the following risks arising from financial instruments:

A) Credit risk;

B) Liquidity risk; and

C) Market risk;

A) Credit risk Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument

fails to meet its contractual obligations. Credit risk arises primarily form financial assets such as trade receivables, balances with banks, loans and other receivables.

Trade and other receivables Customer credit is managed as per the Company’s established policies, procedures and control relating

to customer credit risk management. Trade receivables are non-interest bearing and are generally on 0 to 90 days credit term. Outstanding customer receivables are regularly monitored.

An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The Company does not hold collateral as security. The Company has no concentration of credit risk as the customer base is widely distributed both economically and geographically.

The Company measures the expected credit loss of trade receivables based on historical trend, industry practices and the business environment in which the entity operates. The Company has applied expected credit loss (ECL) model for recognising the allowance for doubtful debts. The Company has used a practical expedient by computing the expected credit allowance for trade receivables based on a simplified approach. The Company uses a provision matrix to determine impairment loss allowance on portfolio of its trade receivables. The provision matrix is based on its historically observed default rates over the expected life of the trade receivables and is adjusted for forward looking estimates. No ECL is required to be provided as the financial instrument has low credit risk of default.Loss rates are based on actual credit loss experience and past trends.

The following table provides information about the exposure to credit risk and Expected Credit Loss Allowance for trade and other receivables:


`


`


`0-90 days 1,245 1,095 99891 - 180 days 291 525 782181 - 360 days 69 35 705Above 360 days 29 28 7Total 1,634 1,683 2,492

Movement in provisions of doubtful debts


`


`Balance at beginning of the year - 3Movement in expected credit loss allowance 1 (3)Balance at end of the year 1 -


95

B) Liquidity risk Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated

with its financial liabilities that are settled by delivering cash or another financial asset.

Liquidity risk is managed by Company through effective fund management. The Company’s principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The Company believes that current cash and cash equivalents and cash flow that is generated from operations is sufficient to meet requirements. Accordingly, liquidity risk is perceived to be low.

The following are the remaining contractual maturities of financial liabilities at the reporting date. Amounts disclosed are the contractual un-discounted cash flows.

Maturity analysis of significant financial liabilities Trade Payables

Particulars Carrying Amount Upto 1 year More than 1 yearMarch 31, 2018 3,233 3,233 -March 31, 2017 3,098 3,098 -April 1, 2016 3,951 3,951 -

C) Market risk Market Risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate

because of changes in market prices. Market risk comprises three types of risk: currency risk, interest rate risk and price risk.

i) Currency Risk The Company is exposed to currency risk on account of its operating activities. The functional currency

of the Company is Indian Rupee. Company’s exposure is in U.S. dollars (USD) and Euros. The USD exchange rate has changed substantially in recent periods and may continue to fluctuate substantially in the future. The Company has put in place a Financial Risk Management Policy to Identify the most effective and efficient ways of managing the currency risks.

ii) Exposure to currency risk The currency profile of assets and liabilities are as below: (Amounts in Foreign currencies)

Particulars As at 31st March, 2018 As at 31st March, 2017 As at 1st April, 2016USD EURO USD EURO USD EURO

AssetsCash and cash equivalents 1 - * - * -Trade receivables 11 2 17 - 25 -Exposure for assets 12 2 17 - 25 -LiabilitiesTrade and other payables 20 - 23 - 37 -Other Current liabilities * - * - * -Exposure for liabilities 20 - 23 - 37 -Net exposure (Assets - Liabilities) (8) 2 (6) - (12) -


96


(Amount in Rupees)

Particulars As at 31st March, 2018 As at 31st March, 2017 As at 1st April, 2016USD EURO USD EURO USD EURO

Cash and cash equivalents 69 - * - 16 -Trade receivables 707 141 1,099 - 1,671 -Exposure for assets 776 141 1,099 - 1,687 -LiabilitiesTrade and other payables 1,281 - 1,508 - 2,463 -Other Current liabilities 6 - 3 - 2 -Exposure for liabilities 1,287 - 1,511 - 2,465 -Net exposure (Assets - Liabilities) (511) 141 (412) - (778) -

Sensitivity analysis The following table details the Company’s sensitivity to a 5% increase and decrease in the Rupee against

the relevant foreign currencies. 5% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. This is mainly attributable to the net exposure outstanding on receivables or payables in the Company at the end of the reporting period. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 5% charge in foreign currency rate. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases. In cases where the related foreign exchange fluctuation is capitalised to fixed assets or recognised directly in reserves, the impact indicated below may affect the Company’s income statement over the remaining life of the related fixed assets or the remaining tenure of the borrowing, respectively.

Impact on profit or (loss)

Movement in currency (Before tax)

Increase in Exchange rate by 5% Decrease in Exchange rate by 5%

Particulars As at 31st March,

2018

As at 31st March,

2017

As at 1st April,

2016

As at 31st March,

2018

As at 31st March,

2017

As at 1st April,

2016USD (26) (21) (39) 26 21 39EURO 7 - - (7) - -

35 Segment Information As per the requirements of para 4 of Ind AS 108 -Operating Segments, segment information has been

provided under the Notes to Consolidated Financial Statements.

36 Details of loans given and investment made covered under section 186(4) of the Act:

a) Loans and Advances:

Name of Party Opening balance Additions Deduction Closing BalanceAll India Medical Corporation

70 --- --- 70

Note: Amount paid to All India Medical Corporation is by way of a rent deposit.


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b) Investments in wholly owned subsidiary companies:

Name of Party Opening balance Additions Deduction Closing BalanceAimco International FZE

5 --- --- 5


5 5 --- 10

Note: Above investment is made for the purpose of the business.

37 Disclosure in respect of expenditure on Corporate Social Responsibility (CSR) activities:

Particulars 2017-18 2016-17Amount required to be spent by the Company during the year 17 8Amount spent during the year Nil NilUnspent CSR expenditure 17 8

38 Transition to Ind AS These are the Company’s first financial statements prepared in accordance with Ind AS. The Company

has adopted all the Ind AS and the adoption was carried out in accordance with Ind AS 101 - First time adoption of Indian Accounting Standards. The transition was carried out from Generally Accepted Accounting Principles in India (Indian GAAP) as prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, which was the ‘Previous GAAP’.

The Significant Accounting Policies set out in Note No. 2 have been applied in preparing the financial statements for the year ended 31st March 2018, 31st March 2017 and the opening balance sheet as on the date of transition i.e. 1st April 2016.

In preparing its Ind AS Balance Sheet as at 1st April 2016 and in presenting the comparative information for the year ended 31st March 2017, the Company has adjusted amounts previously reported in the financial statements prepared in accordance with Previous GAAP. This note explains the principal adjustments made by the Company in restating its financial statements prepared in accordance with Previous GAAP, and how the transition from Previous GAAP to Ind AS has affected the Company’s financial position, financial performance and cash flows.

A) Explanation of transition to Ind AS In preparing the financial statements, the Company has applied the below mentioned optional exemptions

and mandatory exceptions.

I. Optional Exemptions availed(i) Deemed cost for property, plant and equipment

The Company has elected to measure all its property, plant and equipment at the Previous GAAP carrying amount as its deemed cost on the date of transition to Ind AS.

(ii) Investments in Subsidiaries

The Company has elected to measure its investments in subsidiaries at the Previous GAAP carrying amount as its deemed cost on the date of transition to Ind AS.

II. Mandatory Exceptions(i) Estimates

On assessment of the estimates made under the Previous GAAP financial statements, the Company has concluded that there is no necessity to revise the estimates under Ind AS, as there


98


is no objective evidence of an error in those estimates. However, estimates that were required under Ind AS but not required under Previous GAAP are made by the Company for the relevant reporting dates reflecting conditions existing as at that date.

(ii) Derecognition of financial assets and financial liabilities

Derecognition of financial assets and liabilities as required by Ind AS 109 is applied prospectively i.e. after the transition date.

(iii) Classification and measurement of financial assets

Ind AS 101 requires an entity to assess classification of financial assets on the basis of facts and circumstances existing as on the date of transition. Further, the standard permits measurement of financial assets accounted at amortised cost based on facts and circumstances existing at the date of transition if retrospective application is impracticable.

Accordingly, the Company has determined the classification of financial assets based on facts and circumstances that exist on the date of transition. Measurement of financial assets accounted at amortised cost has been done retrospectively except where the same is impracticable.

B) Reconciliation of Balance Sheet as at 1st April, 2016 (Transition date) and 31st March, 2017

Particulars Notes As at 31st March, 2017(End of the last period presented under

previous GAAP)

As at 1st April, 2016(Date of transition)

Previous GAAP

Effects of transition to

Ind AS

Amount as per Ind AS balance

sheet

Previous GAAP


Ind AS

Amount as per Ind

AS balance sheet

A ASSETS1 Non Current

Assets(a) Property, Plant and Equipment

713 - 713 388 - 388

(b) Capital work-in-progress

517 - 517 12 - 12

(c) Investments in Subsidiaries

10 - 10 10 - 10

(d) Financial Assets:- Loans 1 - 1 1 - 1(e) Deferred Tax Asset (Net)

i 415 (135) 280 217 (135) 82

(f) Other Non Current Assets

411 - 411 103 - 103

Total Non Current Assets

2,067 (135) 1,932 731 (135) 596

2 Current assets(a) Inventories 1,957 - 1,957 1,916 - 1,916(b) Financial Assets:(i) Trade receivables

1,683 - 1,683 2,489 - 2,489


99

Particulars Notes As at 31st March, 2017(End of the last period presented under

previous GAAP)


Previous GAAP


Ind AS

Amount as per Ind AS balance

sheet

Previous GAAP


Ind AS

Amount as per Ind

AS balance sheet

(ii) Cash and cash equivalents

35 - 35 241 - 241

(iii) Bank balances other than (ii) above

4 - 4 4 - 4

(iv) Loans 3 - 3 1 - 1(c) Other current assets

342 - 342 269 - 269

Total Current Assets

4,024 - 4,024 4,920 - 4,920

Total Assets 6,091 (135) 5,956 5,651 (135) 5,516B EQUITY AND

LIABILITIES1 Equity

(a) Equity Share capital

924 - 924 924 - 924

(b) Other Equity E 1,059 (135) 924 (89) (135) (224)Total equity 1,983 (135) 1,848 835 (135) 700Liabilities

2 Non-Current liabilities Provisions 142 - 142 106 - 106Total Non-Current liabilities

142 - 142 106 - 106

3 Current liabilities(a) Financial Liabilities- Trade payables 3,098 - 3,098 3,951 - 3,951(b) Other liabilities 674 - 675 523 - 523(c) Provisions 28 - 27 29 - 29(d) Current Tax Liabilities (Net) 166 - 166 207 - 207Total Current liabilities 3,966 - 3,966 4,710 - 4,710Total Liabilities 4,108 - 4,108 4,816 - 4,816Total Equity and Liabilities

6,091 (135) 5,956 5,651 (135) 5,516


100


C) Reconciliation of Statement of Profit and Loss (SOP&L) for the year ended 31st March, 2017

Particulars Notes Previous GAAP

Ind AS adjustment

Amount as per Ind AS SOP&L

1 Revenue from Operations ii 9,925 277 10,2022 Other income 194 - 1943 Total Revenue 10,119 277 10,3964 Expenses

Cost of materials consumed 4,950 - 4,950Purchases of stock-in-trade 1,980 - 1,980(Increase) / Decrease in Inventories of finished goods, stock-in-trade and work-in-progress

76 - 76

Excise duty on sale of goods ii - 277 277Employees' benefits expense iii 477 2 479Finance costs 25 - 25Depreciation and amortisation expense

60 - 60

Other expenses 1,370 - 1,370Total Expenses 8,938 279 9,217

5 Profit/(loss) before exceptional items and tax (3-4)

1,181 (2) 1,179

6 Exceptional Items - - -7 Profit/(loss) before tax (5-6) 1,181 (2) 1,1798 Tax expense:

Current Tax (231) - (231)Deferred Tax credit / (expense) 198 1 199

(33) 1 (32)9 Profit/(loss) for the period (7-8) 1,148 (1) 1,147

10 Other Comprehensive IncomeA (i) Items that will not be reclassified toStatement of Profit and Loss- Remeasurement of Defined benefit plans

iii - 2 2

A (ii) Income tax relating to items that will not be reclassified to Statement of Profit and Loss- Remeasurement of Defined benefit plans

iii - (1) (1)

11 Total other comprehensive income (A (i - ii))

- 1 1

12 Total comprehensive income for the period (9+11)

1,148 0 1,148


101

D) Explanation of material adjustments to Statement of Cash Flows for the year ended 31 March 2017:

The transition from Previous GAAP to Ind AS has no material impact on the Statement of Cash Flows.

E) Reconciliation of Equity:


`


`Equity as per previous GAAP 1,983 835Tax adjustments (135) (135)Equity as per Ind AS 1,848 700

F) Reconciliation of Total Comprehensive Income:


`Profit as per previous GAAP 1,148Remeasurement of Defined benefit plans (2)Income tax relating to above item 1Net profit after tax as per Ind AS 1,147Other Comprehensive Income (net of taxes) 1Total Comprehensive Income as per Ind AS 1,148

Notes to reconciliation:(i) Deferred Tax Under previous GAAP, deferred tax accounting was done using the income statement approach,

which focuses on differences between taxable profits and accounting profits for the period.

Under Ind AS, accounting of deferred taxes is done using the Balance sheet approach, which focuses on temporary differences between the carrying amount of an asset or liability in the balance sheet and its tax base.

(ii) Excise Duty Under previous GAAP, revenue from sale of products was presented net of Excise Duty under

revenue from operations.

Under Ind AS, revenue from sale of products includes excise duty. The corresponding excise duty expense is presented under other expenses in the statement of profit and loss. The change does not affect the total equity as at 1st April, 2016 and 31st March, 2017, profit before tax or total profit for the year ended 31st March, 2017.

(iii) Remeasurement of Defined benefits liabilities Under previous GAAP the company recognised remeasurement of defined benefits plans in statement

of profit and loss . Under Ind AS, remeasurement of defined benefits plans are recognised in Other Comprehensive Income.


102


(iv) Other Comprehensive Income Under Ind AS, all items of income and expense recognised in a period should be included in statement

of profit and loss for the period, unless a standard requires or permits otherwise. Items of income and expense that are not recognised in statement of profit and loss but are shown in the statement of profit and loss as ‘other comprehensive income’ includes remeasurements of defined benefit plans. The concept of other comprehensive income did not exist under previous GAAP.

(v) The previous year I-GAAP figures have been reclassified/regrouped to make them comparable with Ind AS presentation.

39 In accordance with Ind AS 18 on “Revenue” and Schedule III to the Companies Act, 2013, Sales for the pervious year ended 31st March 2017 and for the period 1st April to 30 June 2017 were reported gross of Excise Duty and net of Value Added Tax (VAT)/Sales Tax. Excise Duty was reported as a separate expenses line item. Consequent to the introduction of Goods and Services Tax (GST) with effect from 1st July 2017, VAT/Sales Tax, Excise Duty etc. have been subsumed into GST and accordingly the same is not recognised as part of Sales as per the requirements of Ind AS 18. This has resulted in lower reported sales in the current year in comparison to the sales reported under the pre-GST structure of indirect taxes. With the change in structure of indirect taxes, expenses are also being reported net of taxes. Accordingly, Financial Statments for the year ended 31st March 2018 and in particular, Sales, absolute expenses, elements of Working Capital (Inventories, Trade payable, other current assets/current liabilities etc.) and ratios in percentage of sales, are thus not comparable with the figures of the previous year.

40 The figures of the previous year have been regrouped / reclassified wherever necessary. Figures in bracket are in respect of the previous year.










103

INDEPENDENT AUDITORS’ REPORTToThe Members of Aimco Pesticides LimitedReport on the Consolidated Indian Accounting Standards (‘Ind AS’) Financial Statements:I have audited the accompanying consolidated Ind AS financial statements of Aimco Pesticides Limited (hereinafter referred to as ‘the Holding Company’) and its subsidiaries (the Holding Company and its subsidiaries together referred to as ‘the Group’) and its associate (refer Note 2.2 to the attached consolidated Ind AS financial statements), comprising of the Consolidated Balance Sheet as at 31 March, 2018, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Cash Flow Statement for the year then ended, the Consolidated Statement of Changes in Equity and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as ‘the Consolidated Ind AS Financial Statements’).Management’s Responsibility for the Consolidated Ind AS Financial Statements:The Holding Company’s Board of Directors is responsible for the preparation of these Consolidated Ind AS Financial Statements in terms of the requirements of the Companies Act, 2013 (‘the Act’) that give a true and fair view of the consolidated financial position, consolidated financial performance, consolidated cash flows and changes in equity of the Group in accordance with the accounting principles generally accepted in India, including the Ind AS specified in the Companies (Indian Accounting Standards) Rules, 2015 under section 133 of the Act. The Holding Company’s Board of Directors is also responsible for ensuring accuracy of records including financial information considered necessary for the preparation of consolidated Ind AS financial statements.The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the asset of the Group and for preventing and detecting the frauds and other irregularities; the selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that operates effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated Ind AS financial statements by the Directors of the Holding Company, as aforesaid.Auditor’s ResponsibilityMy responsibility is to express an opinion on these consolidated Ind AS financial statements based on the audit. While conducting the audit, I have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.I conducted the audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that I comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated Ind AS financial statements are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated Ind AS financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the consolidated Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company’s preparation of the consolidated Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Holding Company’s Board of Directors, as well as evaluating the overall presentation of the consolidated Ind AS financial statements.I believe that the audit evidence obtained by me and the audit evidence obtained by the other auditors in terms of their reports referred to in paragraph 10 of the Other Matters paragraph below, other than the

104

AIMCO PESTICIDES LIMITEDunaudited financial information as certified by the management and referred to in paragraph 11 of the Other Matter paragraph below, is sufficient and appropriate to provide a basis for the qualified audit opinion on the consolidated Ind AS financial statements.Basis for Qualified OpinionThe Holding Company has paid remuneration of ` 25 lakhs to the Managing Director in earlier year which is subject to approval / clarification by the Central Government (See Note 29.6 of the consolidated Ind AS financial statements). The above matter had also caused the previous auditor to qualify the audit opinion on the consolidated Ind AS financial statements for the year ended 31st March, 2017.Qualified OpinionIn my opinion and to the best of my information and according to the explanations given to me, except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, the aforesaid consolidated Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group and its associate as at 31st March, 2018, and their consolidated profit (including other comprehensive income), their consolidated cash flows and the consolidated changes in equity for the year ended on that date.Other MattersThe accompanying consolidated Ind AS financial statements include net liability of ` 40 lakhs as at March 31, 2018, total revenue of ` 4 lakhs , total comprehensive loss (comprising of net loss and other comprehensive loss) of ̀ 8 lakhs and net cash inflows of ̀ 32 lakhs for the year ended on that date, in respect of its subsidiaries and considered in the consolidated Ind AS financial statements, which have been audited by other auditors whose reports have been furnished to me by the Management and my opinion on the consolidated Ind AS financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, and the report in terms of sub-sections (3) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries, is based solely on the reports of the other auditors.The accompanying consolidated Ind AS financial statements include the Group’s share of loss ` * for the year ended March 31, 2018, in respect of its associate. These financial statements have not been audited and have been furnished to me by the Management, and my opinion on the consolidated Ind AS financial statements, in so far as it relates to the amounts and disclosures included in respect this associate, and the report in terms of sub-sections (3) of Section 143 of the Act, in so far as it relates to the aforesaid associate, is based solely on such unaudited financial statements. In my opinion and according to the information and explanation given to me by the Management, this financial statements are not material to the Group.My opinion on the consolidated Ind AS financial statements, and my report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to my reliance on the work done and the report of the other auditor and the financial statements certified by the Management.The comparative financial information of the Holding Company and the subsidiary company incorporated in India for the year ended 31st March, 2017 and the transition date opening Balance Sheet as at 1st April, 2016 included in these consolidated Ind AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 which were audited by the other auditors. In respect of the accounts of the Holding Company for the year ended 31st March, 2017 and 31st March, 2016, the predecessor auditor had expressed a modified opinion in its reports dated 30th May, 2017 and 14th May, 2016, respectively. The adjustments to those financial statements for the differences in accounting principles adopted by the Holding Company on transition to the Ind AS, have been audited by me.My opinion is not qualified in respect of this matter.*denotes figures less than a lakh.

105

Report on Other Legal and Regulatory RequirementsAs required by section143(3) of the Act, I report, to the extent applicable, that:(a) I have sought and obtained all the information and explanations which to the best of my knowledge

and belief were necessary for the purpose of the audit of the aforesaid consolidated Ind AS financial statements;

(b) In my opinion proper books of account as required by law relating to preparation of the aforesaid consolidation of the Ind AS financial statements have been kept so far as it appears from the examination of those books and records of the Holding Company and the reports of the other auditors.

(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss (including other comprehensive income), Consolidated Cash Flow Statement and Consolidated Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account maintained by the Holding Company, its subsidiaries and associate including relevant records relating to the preparation of the consolidated Ind AS financial statements.

(d) In my opinion, the aforesaid consolidated Ind AS financial statements comply with the Indian Accounting Standards specified under section 133 of the Act.

(e) On the basis of the written representations received from the directors of the Holding Company as on March 31, 2018 taken on record by the Board of Directors of the Holding Company and the report of the auditor of a subsidiary company incorporated in India, none of the directors of the Group companies incorporated in India, is disqualified as on 31st March, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Holding Company and its subsidiary company incorporated in India and the operating effectiveness of such controls, refer to my report in Annexure, which is also based on the Auditors’ reports of subsidiary company incorporated in India.

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in my opinion and to the best of my information and according to the explanations given to me:i) The consolidated Ind AS financial statements discloses the impact of pending litigations on the

consolidated financial position of the Group and its associate – Refer Note 29.2 of the consolidated Ind AS financial statements.

ii) The Group and its associate did not have any long term contracts, including derivative contracts, for which there were any material foreseeable losses.

iii) No amount is required to be transferred to the Investor Education and Protection Fund by the Holding Company or its subsidiary company incorporated in India.




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AIMCO PESTICIDES LIMITEDAnnexure to Independent Auditors’ Report[Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements’ in the Independent Auditors’ Report of even date to the members of Aimco Pesticides Limited on the consolidated Ind AS financial statements for the year ended March 31, 2018]Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the ActIn conjunction with my audit of the consolidated Ind AS financial statements of Aimco Pesticides Limited (‘the Holding Company’) as of and for the year ended 31st March, 2018 , I have audited the internal financial controls with reference to financial statements of the Holding Company and the subsidiary company incorporated in India, as of that date.Management’s Responsibility for Internal Financial ControlsThe respective Board of Directors of the Holding Company and its subsidiary company incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to financial statements criteria established by the Holding Company and its subsidiary company incorporated in India considering essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (‘the Guidance Note’) issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to respective companies’ policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.Auditor’s ResponsibilityMy responsibility is to express an opinion on the Holding Company’s internal financial controls with reference to financial statements based on the audit. I conducted the audit in accordance with the Guidance Note and the Standards on Auditing specified under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to financial statements. Those Standards and the Guidance Note require that I comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements were established and maintained and if such controls operated effectively in all material respects.The audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to financial statements and their operating effectiveness. The audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error.I believe that the audit evidence I have obtained and the audit evidence obtained by the other auditor in terms of their report referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for my audit opinion on the internal financial controls with reference to financial statements.Meaning of Internal Financial Controls over Financial ReportingA company’s internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Ind AS financial statements for external purposes in accordance with generally accepted accounting principles. A Company’s internal financial controls with reference to financial statements includes those policies and procedures that:1. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions

and dispositions of the assets of the company;2. provide reasonable assurance that transactions are recorded as necessary to permit preparation of Ind

AS financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

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3. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the Ind AS financial statements.

Inherent Limitations of Internal Financial Controls over Financial ReportingBecause of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.OpinionFor effective operation the Holding Company’s internal financial controls with reference to financial statements as at 31st March, 2018 are in the process of being formalised based on the internal control with reference to financial statements criteria established by the Holding Company considering the essential components of internal control stated in the Guidance Note.Other MattersMy aforesaid reports under section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls with reference to financial statements insofar as it relates to the subsidiary company incorporated in India is based on the corresponding report of the auditor of the said company incorporated in India.




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AIMCO PESTICIDES LIMITEDConsolidated Balance Sheet as at 31st March, 2018

All amounts are in ` lakhs and (*) denotes figures less than a lakhParticulars Note

No. As at

31st March, 2018`


`


`A ASSETS1 Non Current Assets

(a) Property, Plant and Equipment 3 1,414 713 388(b) Capital work-in-progress 13 517 12(c) Goodwill 4 8 8 8(d) Financial Assets: - Loans 5 1 1 1(e) Deferred Tax Asset (Net) 6 170 280 82(f) Other Non Current Assets 7 156 411 101Total Non Current Assets 1,762 1,930 592

2 Current assets(a) Inventories 8 2,711 1,957 1,916(b) Financial Assets:

(i) Trade receivables 9 1,605 1,655 2,475(ii) Cash and cash equivalents 10 184 40 248(iii) Bank balances other than

(ii) above11 4 4 4

(iv) Loans 12 63 3 1(c) Other current assets 13 672 342 269Total Current Assets 5,239 4,001 4,913

Total Assets 7,001 5,931 5,505B EQUITY AND LIABILITIES1 Equity

(a) Equity Share capital 14 958 924 924(b) Other Equity 15 1,909 892 (245)Total equity 2,867 1,816 679Liabilities

2 Non-Current liabilitiesProvisions 16 143 142 106Total Non Current Liabilities 143 142 106

3 Current liabilities(a) Financial Liabilities:

(i) Borrowings 17 1 1 1(ii) Trade payables 18 3,233 3,098 3,951

(b) Other liabilities 19 467 681 532(c) Provisions 20 107 27 29(d) Current Tax Liabilities (Net) 21 183 166 207Total Current Liabilities 3,991 3,973 4,720Total Liabilities 4,134 4,115 4,826Total Equity and Liabilities 7,001 5,931 5,505

Significant accounting policies and Notes forming part of the financial statements

1 - 40 (88,044.25) (50,688.93) (8,438.14)


For J Dwarkadas & Co. Elizabeth Shrivastava Ashit DaveChartered Accountants Managing Director

DIN : 00184865Chief Financial Officer

(Firm Registration Number: 102806W)

Jagdish Shah Dushyant Patel Ninad SahasrabuddheProprietorMembership No. 031827

Chairman and Independent Non Executive DirectorDIN : 00009714

ACS NO.: 52226Company Secretary


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Consolidated Standalone Statement of Profit and Loss for the year ended 31st March, 2018All amounts are in ` lakhs and (*) denotes figures less than a lakh


For the year ended 31 March, 2018

For the year ended 31 March, 2017

` `1 Revenue from Operations 22 11,019 10,2262 Other income 23 523 2023 Total Income (1+2) 11,542 10,4284 Expenses

(a) Cost of materials consumed 24 7,153 4,950(b) Purchases of stock-in-trade 1,531 1,980(c) (Increase) / Decrease in Inventories of finished

goods, stock-in-trade and work-in-progress25 (561) 76

(d) Excise duty on sale of goods 96 277(e) Employees benefits expense 26 696 479(f) Finance costs 27 31 25(g) Depreciation and amortisation expense 3 98 60(h) Other expenses 28 1,707 1,415

Total expenses (4) 10,751 9,2625 Profit/(loss) before exceptional items and tax (1- 4) 791 1,1666 Exceptional Items 7 Profit/(loss) before tax (5-6) 791 1,1668 Tax expense: 6

Current Tax (294) (231)Deferred Tax credit / (expense) 1 199

(293) (32)9 Profit/(loss) for the period (7-8) 498 1,13410 Other Comprehensive Income


- Remeasurement of Defined benefit plans (41) 2A ii) Income tax relating to items that will not be reclassified to Statement of Profit and Loss - Remeasurement of Defined benefit plans 14 (1)B (i) Items that will be reclassified to Statement

of Profit and Loss -

- Exchange differences in translating the financial statements of foreign operations

* 1

B (ii) Income tax relating to items that will be reclassified to Statement of Profit and Loss -

11 Total other comprehensive income (A (i-ii) + B(i- ii)) (27) 212 Total comprehensive income for the period (9+11) 471 1,13613 Earnings per equity share:

Basic and Diluted 33 5.33 12.28Significant accounting policies and Notes forming part of the financial statements

1-40









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AIMCO PESTICIDES LIMITEDConsolidated Cash Flow Statement for the year ended 31st March, 2018

All amounts are in ` lakhs and (*) denotes figures less than a lakh YEAR ENDED

31.03.2018 YEAR ENDED

31.03.2017 A CASH FLOW FROM OPERATING ACTIVITIES

Net Profit/(Loss) before tax and exceptional items 791 1,166Adjustment for:Depreciation 98 60Interest Paid - *Loss on Asset Scrapped 23 -Adjustment for foreign exchange cuurency translation * 1Exchange difference on translation of foreign currency cash and cash equivalents (1) *Net (Gain)/Loss on Foreign currency translations (15) (16)Remeasurement of Defined benefit plans (41) 2Interest income (1) 63 (2) 45Operating Profit/(Loss) before working capital changes 854 1,211Adjustment for:(Increase)/Decrease in Trade Receivables 50 786(Increase)/Decrease in Loans and advances and Other Assets (135) (584)(Increase)/Decrease in Inventories (755) (41)Increase/(Decrease) in Trade Payables and Current Liabilities (63) (656)Increase/(Decrease) in Provisions 85 (818) (46) (541)Cash generated (outflow) from operations before tax 36 670Deferred Tax expense / (credit) 110 3Direct Taxes paid (Net) 279 389 8 11NET CASH FLOW (OUTFLOW) FROM OPERATING ACTIVITIES (A) 425 681

B CASH FLOW FROM INVESTING ACTIVITIESPurchase of fixed assets (317) (891)Net difference between cost of Investments in a subsidiary and net assets at the time of investment

* *

Balance in Statutory Reserve in a subsidiary at the time of acquisition / investment * *Increase in Margin Money deposit - *Interest income 1 2NET CASH INFLOW (OUTFLOW) FROM INVESTING ACTIVITIES (B) (316) (889)

C CASH FLOW FROM FINANCING ACTIVITIESIssue of equity shares 34 -Interest Paid - *NET CASH USED IN FINANCING ACTIVITIES (C) 34 *NET CHANGES IN CASH AND CASH EQUIVALENTS (A+B+C) 143 (208)Cash and Cash equivalent as at the beginning of the yearCash and Bank balances 40 248Unrealised Foreign Exchange Fluctuation on cash and cash equivalents 1 *Cash and Cash equivalent as at the end of the year (Refer Note 10) 184 40

Explanatory notes to Statement of Cash Flows:(i) The Statement of Cash Flows is prepared in accordance with the format prescribed by Securities and Exchange Board

of India and as per Ind AS 7 as notified by Ministry of Corporate Affairs.(ii) In Part-A of the Cash Flow Statement, figures in brackets indicate deductions made from the Net Profit for deriving the

net cash flow from operating activities. In Part-B and Part-C, figures in brackets indicate cash outflows.(iii) The net profit / loss arising due to conversion of current assets / current liabilities, receivable / payable in foreign

currency is furnished under the head "Foreign Exchange Fluctuations".









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Consolidated Statement of Changes in Equity for the year ended 31st March, 2018All amounts are in ` lakhs and (*) denotes figures less than a lakh

A) Equity Share Capital

Particulars AmountAs on 1 April 2016 924Changes in equity share capital during the year 2016-17 -As on 31 March 2017 924Changes in equity share capital during the year 2017-18 34As on 31 March 2018 958

B) Other Equity

Particulars Reserves and Surplus Other Comprehensive

Income

Total

Statutory Reserve

Capital Reserve

Securities Premium

Retained Earnings #

Foreign Currency Translation Reserve*

As on 1 April 2016 1 8 800 (1,053) (1) (245)Profit for the year 2016-17

- - - 1,134 - 1,134

Other comprehensive income for the year 2016-17 (net of tax)

2 1 3

Additions /(Deletions) during the year

* * - - - *

As on 31 March 2017 1 8 800 83 - 892Profit for the year 2017-18

- - 498 498

Other comprehensive income for the year 2017-18 (net of tax)

(27) * (27)

Additions /(Deletions) during the year

* * 546 - - 546

As on 31 March 2018 1 8 1,346 554 * 1,909 # including remeasurement of net defined benefit plans The accompanying notes are an integral part of the financial statements









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AIMCO PESTICIDES LIMITEDNOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2018Note1 Corporate information Aimco Pesticides Limited (‘the Company’) is a public limited company domiciled in India incorporated

under the provisions of the Companies Act, 1956. Its shares are listed on Bombay Stock Exchange in India. The Company is engaged in the business of manufacturing and trading in agrochemical products. Its manufacturing plant is located at Taluka Khed, District Ratnagiri, Maharashtra. The Company caters to both domestic and international markets.

The Company has two subsidiaries one each in India and in United Arab Emirates. The Company and its subsidiaries (collectively referred to as “the Group”) are engaged in the business of manufacturing and trading in agrochemical products.

2 Significant Accounting Policies: Statement of compliance: The consolidated financial statements (“CFS”) of the Group have been prepared in accordance with Indian

Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended. These financial statements is approved for issue by the Board of Directors of the Company in its Board meeting held on 25th May, 2018.

2.1 Basis of Preparation and Presentation: For all periods up to and including the year ended 31 March 2017, the Company has prepared its financial

statements in accordance with the accounting standards notified under Section 133 of the Companies Act 2013 (‘the Act’), read together with Rule 7 of the Companies (Accounts) Rules, 2014 (‘Previous GAAP’). These financial statements for the year ended 31 March 2018 are the first such financial statements the Company has prepared in accordance with Ind AS. Refer to Note 38 for information on first time adoption of Ind AS.

These financial statements have been prepared on an accrual basis and under the historical cost convention except for certain financial assets and liabilities measured at fair value. All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and other criteria set out in the Schedule III to the Act. Based on the nature of products and the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current – non-current classification of assets and liabilities.

The financial statements are presented in rupees and all values are rounded to the nearest lakhs, except when otherwise stated

2.2 Basis of Consolidation The CFS comprise the financial statements of the Company, its subsidiaries and its associate as at the

reporting date.(a) Subsidiaries: Subsidiaries include all the entities over which the Company has control. The Company controls an

entity when the Company is exposed to, or has rights to variable returns through its involvement in the entity and has the ability to effect those returns through its power to direct the relevant activities of the entity. Subsidiaries are consolidated from the date on which Company attains control and are de-consolidated from the date that control ceases to exist.

(b) Associate: An associate is an entity over which the investor has significant influence. Significant influence is the

power to participate in the financial and operating policy decisions of the investee but not control or joint control of those policies.

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(c) The CFS have been prepared on the following basis:i) The financial statements of the Company and its subsidiary companies have been consolidated

on a line by- line basis by adding together of like items of assets, liabilities, income and expenses, after fully eliminating intra-group balances and intra-group transactions and resulting unrealised profit or losses, unless cost cannot be recovered, as per the applicable Accounting Standard in India. Accounting policies of the respective subsidiaries are aligned wherever necessary, so as to ensure consistency with the accounting policies that are adopted by the Company under Ind AS;

ii) The Financial Statements of the Subsidiary Companies used in preparation of the CFS are drawn up to the same reporting date as that of the Company. i.e. 31st March, 2018;

iii) Investment in Associate is accounted using the equity method of accounting, after initially being recognised at cost. Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise share of the Group in post-acquisition profit and loss of the investee in profit and loss, and share of the Group in Other Comprehensive Income of the investee in Other Comprehensive Income. Share of profit received or receivable from associate is recognised as a reduction in the carrying amount of the investment.

When the Group’s share of losses in an equity-accounted investment equals or exceeds its interest in the entity, including any other unsecured long term receivables, the Group does not recognise further losses.

Unrealised gains on transactions between the Group and its associate is eliminated to the extent of the Group interest in the entity. Unrealised losses are also eliminated unless the transaction rovides evidence of an impairment of the asset transferred.

iv) CFS are presented, to the extent applicable, in accordance with the requirements of Schedule III of the 2013 Act as applicable to the Company’s separate financial statements;

v) The percentage of ownership interest of the Company in the subsidiary companies and associate as on 31st March, 2018 are as under:

Particulars Country of Incorporation

Percentage of actual ownership interest as on31st March, 2018 31st March, 2017 1st April, 2016

Subsidiaries:Aimco Ecoscience Ltd. India 100 100 100Aimco International FZE United Arab

Emirates 100 100 100

Associate:KR Aimco Agro LLP India 49 - -

2.3 Fair Value measurement:(i) The Group measures certain financial instruments at fair value at each reporting date. Certain

accounting policies and disclosures require the measurement of fair values, for both financial and non- financial assets and liabilities.

(ii) Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Group has access at that date. The fair value of a liability also reflects its non-performance risk.

(iii) The best estimate of the fair value of a financial instrument on initial recognition is normally the transaction price – i.e. the fair value of the consideration given or received. If the Company determines that the fair value on initial recognition differs from the transaction price and the fair value is evidenced neither by a quoted price in an active market for an identical asset or liability nor based on a valuation technique that uses only data from observable markets, then the financial instrument

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AIMCO PESTICIDES LIMITEDis initially measured at fair value, adjusted to defer the difference between the fair value on initial recognition and the transaction price. Subsequently that difference is recognised in Statement of Profit and Loss on an appropriate basis over the life of the instrument but no later than when the valuation is wholly supported by observable market data or the transaction is closed out.

(iv) While measuring the fair value of an asset or liability, the Group uses observable market data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation technique as follows:

- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities. - Level 2: inputs other than quoted prices included in Level 1 that are observable for the assets or

liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). - Level 3: inputs for the assets or liability that are not based on observable market data (unobservable

inputs).(v) When quoted price in active market for an instrument is available, The Group measures the fair

value of the instrument using that price. A market is regarded as active if transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis.

(vi) If there is no quoted prices in an active market, then the Group uses a valuation techniques that maximise the use of relevant observable inputs and minimise the use of unobservable inputs. The chosen valuation technique incorporates all of the factors that market participants would take into account in pricing a transaction.

(vii) The Group regularly reviews significant unobservable inputs and valuation adjustments. If the third party information, such as broker quotes or pricing services, is used to measure fair values, then the Group assesses the evidence obtained from the third parties to support the conclusion that these valuations meet the requirements of Ind AS, including the level in the fair value hierarchy in which the valuations should be classified.

2.4 Use of judgements and estimates The preparation of financial statements in conformity with the recognition and measurement principles

of Ind AS requires the management of the Group to make judgements, estimates and assumptions that affect the reported balances of assets, liabilities, income and expense and disclosures relating to contingent liabilities.

Estimates and underlying assumptions are reviewed on an ongoing basis. Any revision to accounting estimates are recognised in the period in which the estimates are revised and future periods are affected.

Although these estimates are based on the management’s best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods.

The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying values of assets and liabilities within the next financial year are discussed below.

• Estimates of useful lives and residual value of Property, Plant and Equipment and intangible assets; • Measurement of Defined Benefit Obligations ; • Measurement and likelihood of occurrence of Provisions and contingencies; • Recognition of deferred tax assets; and • Measurement of recoverable amounts of cash-generating units.2.5 Property, Plant and Equipment: Recognition and Measurement: Items of property, plant and equipment are measured at cost of acquisition or construction, less

accumulated depreciation and accumulated impairment losses, if any. The cost of an item of property,

115

plant and equipment comprises its purchase price, including non-refundable taxes or duties, freight and other incidental expenses related to the acquisition, installation and any costs for bringing the assets to its working conditions for its intended use. Subsequent expenditure is added to its book value or recognised as a separate asset, as appropriate only if it increases the future economic benefits from the existing assets beyond its previously assessed standard of performance. Borrowing costs directly attributable to acquisition or construction of those fixed assets which necessarily take a substantial period of time to get ready for their intended use, are capitalised.

Property, plant and equipment which are not ready for intended use as on the date of Balance sheet are classified as ‘Capital work-in-progress’. Capital work-in-progress is stated at cost as on the date of Balance sheet which comprises of direct cost, directly attributable cost and attributable interest. The same is transferred or allocated to respective item of property, plant and equipment on their commissioning or put to us. Advances paid towards the acquisition of property, plant and equipment outstanding at each reporting date is classified as capital advances under other non-current assets.

Item of property, plant and equipment that have been retired from active use and are held for disposal are stated at the lower of their carrying value and estimated net realisable value. Any gain or loss on disposal of an item of property, plant and equipment is recognised in statement of profit and loss.

The Group has elected to continue with the carrying value of all of its property, plant and equipment recognised as of April 1, 2016 (the transition date) measured as per the previous GAAP and use such carrying value as its deemed cost as of the transition date.

2.6 Depreciation and amortisation: Depreciation is calculated on cost of items of property, plant and equipment less their estimated residual

values, and is recognised in the statement of profit and loss. Depreciation on property, plant and equipment is provided on the Straight Line Method based on the useful life of assets estimated by the Management which coincide with the life specified under Schedule II of the Act. Depreciation is charged on additions / deletions on a pro-rata basis with reference to the date of additions / deletions. Individual assets costing less than ` 5,000/- are depreciated in full in the year of acquisition.

Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets. However, when there is no reasonable certainty that ownership will be obtained by the end of the lease term, assets are depreciated over the shorter of the lease term and their useful lives.

Leasehold improvements is amortised over the shorter of the lease term and their useful lives.2.7 Impairment of Tangible Assets The Group assesses at each reporting date whether there is any indication that an asset may be impaired.

If any such indication exists, the Group estimates the recoverable amount of the asset. If such recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognized in the statement of profit and loss. If at the reporting date there is an indication that a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of amortized historical cost.

2.8 Financial Instruments A financial Instrument is any contract that gives rise to a financial asset of one entity and financial liability

or equity instrument of another entity. Recognition and initial measurement: Financial assets and liabilities are recognised when the Group becomes a party to the contractual provisions

of the instrument. Financial assets and liabilities are initially recognised at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities [other than financial assets and financial liabilities at fair value through profit or loss (‘FVTPL’)] are added to or deducted from the fair value of the financial asset or financial liability, as appropriate, on initial recognition.

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AIMCO PESTICIDES LIMITEDTransaction cost directly attributable to the acquisition of financial asset or financial liability at FVTPL are recognised immediately in the Statement of Profit and Loss.(a) Financial Assets:

(i) Classification: Depending on the entity’s business model for managing the financial assets and the contractual

terms of the cash flow, the Group classifies its financial assets in the following measurement categories:

• Those to be measured subsequently at fair value [either through Other Comprehensive Income (‘OCI’) or through Statement of Profit and Loss]; and

• Those measured at amortised cost.(ii) Subsequent measurement: For the purpose of subsequent measurement, financial assets are classified in the following

categories: • Financial assets at amortised cost; • Financial assets at FVTPL; and • Financial assets at fair value through other comprehensive income (‘FVOCI’).

(a) Financial assets at amortised cost: Financial assets are subsequently measured at amortised cost if these financial assets are held

within a business whose objective is to hold these assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (‘EIR’) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in the Statement of Profit and Loss. The losses arising from impairment are recognised in the Statement of Profit and Loss. This category generally applies to trade and other receivables, loans and other financial assets.

(b) Financial assets at FVTPL: Financial assets are measured at fair value through profit or loss unless it is measured at amortised

cost or at fair value through other comprehensive income on initial recognition. The transaction costs directly attributable to the acquisition of financial assets and liabilities at fair value through profit or loss are immediately recognised in the Statement of Profit and Loss.

(c) Financial assets at FVTOCI: Financial assets are measured at fair value through other comprehensive income if these financial

assets are held within a business whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.(iii) Derecognition: Financial Assets are derecognized when the contractual rights to the cash flows have expired or

been transferred together with substantially all risk and rewards.(iv) Impairment: In respect of financial assets other than at fair value, the impairment methodology applied

depends on whether there has been a significant increase in credit risk. For trade receivables, the Group applies the simplified approach permitted by Ind AS 109 Financial Instruments, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

117

(b) Financial Liabilities and equity instruments issued by the Group:(i) Initial recognition and measurement: Financial Liabilities are recognised when the Group becomes a party to the contractual provisions

of the instrument. Financial liabilities are initially measured at the amortised cost unless at initial recognition, they are classified as FVTPL. In case of trade payables, they are initially recognised at fair value and subsequently, these liabilities are held at amortised cost, using the EIR method.

(ii) Subsequent measurement: Financial liabilities are subsequently measured at amortised cost using the EIR method. Financial

liabilities carried at FVTPL are measured at fair value with all changes in fair value recognised in the Statement of Profit and Loss.

(iii) Derecognition: A financial liability is derecognised when the obligation specified in the contract is discharged,

cancelled or expires.(iv) An equity instrument is a contract that evidences residual interest in the assets of the Group

after deducting all of its liabilities. Equity instruments issued by the Group are recognised at the proceeds received net off direct issue cost.

(c) Offsetting: Financial assets and financial liabilities are offset and the net amount is reported in financial

statements if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

2.9 Inventories Inventories are valued at the lower of cost or net realisable value. Costs of inventories are determined on

a first-in-first-out basis. Cost includes direct materials, labour, a proportion of manufacturing overheads, based on normal operating capacity and other cost incurred in bringing them to their present location and condition. Net realisable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale.a) Raw materials, Packing Materials, Stores and Spares : At lower of cost (determined on FIFO basis)

or net realisable value;b) Finished Goods and Work in progress: At cost and a proportion of manufacturing overheads OR

Net realisable value, whichever is less. Cost includes direct materials, labour, a proportion of manufacturing overheads, based on normal operating capacity and where applicable, excise duty.

c) Traded goods: Cost includes cost of purchase and other costs incurred in bringing the inventories to their present location and condition. Costs is determined on a first-in-first-out basis.

d) Materials and other items held for use in the production of inventories are not written down below cost if the finished products in which they will be incorporated are expected to be sold at or above cost.

2.10 Income Tax Tax expense comprises of current and deferred tax charge or credit. It is recognized in statement of profit

and loss except to the extent that it relates to items recognized directly in equity or in Other Comprehensive Income.(a) Current Tax: Current tax is measured at the amount of tax expected to be payable on the taxable income for the

year as determined in accordance with the provisions of the Income Tax Act, 1961. Current tax assets and current tax liabilities are off set when there is a legally enforceable right to set

off the recognized amounts and there is an intention to settle the asset and the liability on a net basis.

118

AIMCO PESTICIDES LIMITED(b) Deferred Tax Deferred income tax is recognised using the Balance Sheet approach. Deferred income tax assets

and liabilities are recognised for deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amount.

Deferred tax assets are recognised only to the extent that it is probable that either future taxable profits or reversal of deferred tax liabilities will be available, against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised.

The carrying amount of a deferred tax asset shall be reviewed at the end of each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.

Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.

Deferred tax assets and liabilities are off set when there is a legally enforceable right to off set current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority.

The Group recognises credit for Minimum Alternative Tax (MAT) only when and to the extent there is a convincing evidence that the same would be set off during the specified period. The Group reviews the same at each reporting date and writes down the carrying amount of MAT Credit Entitlement to the extent there is no longer convincing evidence to the effect that Group will pay normal Income Tax during the specified period.

2.11 Foreign currency transactions and balances Foreign currency transactions are recorded using the exchange rates prevailing on the dates of the

respective transactions. Exchange differences arising on foreign currency transactions settled during the year are recognised in the statement of profit and loss.

Monetary assets and liabilities denominated in foreign currencies as at the reporting date are translated using the foreign exchange rates as at the reporting date. The resultant exchange differences are recognised in the statement of profit and loss. Non-monetary assets and liabilities are not translated.

2.12 Revenue recognition Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Group

and the revenue can be reliably measured.(a) Sale of goods: Revenue is measured at the fair value of the consideration received or receivable, taking into account

contractually defined terms of payment and excluding taxes or duties collected on behalf of the government. Revenue from sale of goods is recognised when significant risks and rewards in respect of ownership have been transferred to the customer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, there is no continuing management involvement with the goods to the degree usually associated with the ownership, and the amount of revenue can be measured reliably, regardless of when the payment is being made. Revenue from sales of goods is recognized upon its delivery to stockiest / customers by clearing and forwarding agents of the Group. Revenue from export sales is recognized when the significant risks and rewards of ownership of products are transferred to the customers, which is based upon the terms of the applicable contract.

(b) Export incentives: Export Incentive is accounted for when the right to receive the same is established and when there

is no significant uncertainty regarding the ultimate collection of export proceeds. Export benefit in the form of duty saved on cost of material purchased is recognised as reduction

from material consumption when the advance licence is used for the import of material and there is

119

no significant uncertainty regarding the fulfilment of export obligation attached to it. The amount of duty saved is treated as contingent liability and disclosed as such till the export obligation is met.

(c) Interest income: Income from interest on deposits, loans and interest bearing securities is recognised on the time

proportionate method.(d) Lease rental income: Rental income from operating leases (net of any incentives given to the lesees) is recognised on a

straight-line basis over the lease term.2.13 Employee benefits

(a) Short Term Employee Benefits: All employee benefits payable wholly within twelve months of rendering the service are classified

as short term employee benefits. Benefits such as salaries, wages, and paid annual leave, bonus, leave travel assistance, medical allowance, contribution to provident fund etc. are recognised as an expense during the period when the employees render the services.

(b) Post-Employment Benefits(i) Defined contribution plan A defined contribution plan is a post-employment benefit plan under which an entity pays fixed

contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Retirement benefits in the form of Provident Fund is a defined contribution scheme and the contributions are charged to the statement of profit and loss for the year when the contribution to the fund accrues. There are no obligations other than the contribution payable to the recognized Provident Fund.

ii) Defined benefit plans A defined benefit plan is a post-employment benefit plan other than a defined contribution plan.

The Group’s gratuity plan is defined benefit plan. The Group pays gratuity to the employees who have completed five years of service at the time of resignation/superannuation. The gratuity is paid @15 days salary for every completed year of service as per the Payment of Gratuity Act 1972.

The liability in respect of gratuity and other post-employment benefits is determined based on actuarial valuation using the Projected Unit Credit Method and spread over the period during which the benefit is expected to be derived from employees’ services. Re-measurement of Defined Benefit Plans in respect of post-employment are charged to the Other Comprehensive Income. Other Long – term employee benefit viz. leave encashment is recognised as an expenses in the Statement of Profit and Loss as and when it accrues. The Group determines the liability using the Projected Unit Credit Method, with actuarial valuation carried out as at the reporting date. The Actuarial gains and losses in respect of such benefit are charged to the Statement of Profit and Loss.

2.14 Borrowing Costs Borrowing costs that are attributable to the acquisition, construction or production of qualifying assets

are capitalized for the period until the asset is ready for its intended use. A qualifying asset is an asset that necessarily requires a substantial period of time to get ready for its intended use or sale. All other borrowing costs are recognised as an expense in the period in which they are incurred.

2.15 Research and Development Costs Research expenditure is charged to the Statement of Profit and Loss. Development costs of products

are also charged to the Statement of Profit and Loss unless a product’s technical feasibility has been established, in which case such expenditure is capitalised. Tangible assets used in research and development are capitalised.

120

AIMCO PESTICIDES LIMITED2.16 Leases As lessee: Leases are classified as finance leases whenever the terms of lease transfer substantially all the risks

and rewards of ownership to the lessee. Leases where a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Lease payments under an operating lease are recognised as an expense in the statement of profit and loss on a straight line basis over the lease term.

2.17 Provisions, Contingent Liabilities and Contingent assets Provisions (other than employee benefits): A provision is recognized when the Group has a present obligation as a result of past event, it is probable

that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the effect is material, provisions are recognised at present value by discounting the expected future cash flows at a pre-tax rate that reflects current market assessment of the time value of money. In other cases the same are determined based on best estimate required to settle the obligation at the reporting date. These are reviewed at each reporting date and adjusted to reflect the current best estimates.

Contingent Liabilities and Contingent Assets: A contingent liability is a possible obligation that arises from past events whose existence will be confirmed

by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Group or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. When there is a possible and present obligation in respect of which the likelihood of outflow of resources is remote, no disclosure is made. The Group does not recognize a contingent liability but discloses its existence in the financial statements.

Loss contingencies arising from claims, litigation, assessment, fines, penalties, etc. are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated.

Contingent assets are not recognised in the financial statements.2.18 Earnings per share Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity

shareholders by the weighted average number of equity shares outstanding during the period. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable

to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

2.19 Cash flow statement Cash flows statement is prepared using the indirect method, whereby profit / loss before extraordinary

items and tax, is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Group are segregated based on the available information.

Amendment to Ind AS 7 The amendment to Ind AS 7 requires the entities to provide disclosures that enable users of financial

statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes, suggesting inclusion of a reconciliation between the opening and closing balances in the balance sheet for liabilities arising from financing activities, to meet the disclosure requirement. The adoption of the amendment did not have any material impact on the financial statements.

121

2.20 Dividend to equity shareholders Final dividend on shares are recorded as a liability on the date of approval by the shareholders and

interim dividends are recorded as a liability on the date of declaration by the Group’s Board of Directors.2.21 Cash and Cash equivalents Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances

(with an original maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value and bank overdrafts repayable on demand forming the Group’s cash management policy.

2.22 Recent accounting pronouncement Standards Issued but not Effective: On March 28, 2018, Ministry of Corporate Affairs (‘MCA’) has notified the Companies (Indian Accounting

Standards) Amendment Rules, 2018. As per the said Notification, the amendments to Accounting Standards that are issued, but not yet effective, up to the date of issuance of the Group’s financial statements are as under:(a) Appendix B to Ind AS 21, Foreign currency transactions and advance consideration: The Notification clarifies the date of the transaction for the purpose of determining the exchange rate

to use on initial recognition of the related asset, expense or income, when an entity has received or paid advance consideration in a foreign currency. The amendment will come into force from 1 April 2018.

(b) Issue of Ind AS 115 - Revenue from contracts with customers: New Ind AS 115 establishes a single comprehensive model for entities to use in accounting for

revenue arising from contracts with customers. It will supersede the current revenue recognition standard Ind AS 18 Revenue, Ind AS 11 Construction Contracts and the related interpretations. The core principle of the new standard is that an entity should recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Specifically, the standard introduces a 5-step approach to revenue recognition:

Step 1: Identify the contract; Step 2: Identify the performance obligation in contract; Step 3: Determine the transaction price; Step 4: Allocate the transaction price to the performance obligations in the contract; Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation. Under Ind AS 115, an entity recognises revenue when (or as) a performance obligation is satisfied, i.e.

when ‘control’ of the goods or services underlying the particular performance obligation is transferred to the customer. Further, the standard requires enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts with customers.

The Group is evaluating the impact of these amendments on its financial statements.

122

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123

Note 4 : Goodwill

Particulars Amount (`)Gross carrying amountDeemed cost As at April 1, 2016 8Additions -Disposals -Balance as at March 31, 2017 8Balance as at April 1, 2017 8Additions -Disposals -Balance as at March 31, 2018 8Accumulated Depreciation and Impairment LossesBalance as at April 1, 2016 -Charge for the year -Other Adjustments -Balance as at March 31, 2017 -Balance as at April 1, 2017 -Charge for the year -Other Adjustments -Balance as at March 31, 2018 -Net carrying amount (net)At 1st April, 2016 8At 31st March, 2017 8At 31st March, 2018 8

Note: Goodwill represents excess of acquisition cost of investment in the subsidiary company over its book value.

Note 5 : Loans


`


`


`Unsecured, considered good- To Employees 1 1 1Total 1 1 1

Note 6 : Deferred Tax (Net) and Tax Expense(a) Deferred Tax


`


`


`Deferred Tax Asset 170 280 82Total 170 280 82


124


(b) Amounts recognized in profit and loss


`


`Current tax expense (A)In respect of current year (294) (231)

(294) (231)Deferred tax expense (B) - -In respect of current year 1 (2)Minimum Alternate Tax (MAT) Credit - 201

1 199 - -

Tax expense recognized in the income statement (A+B) (293) (32)(c) Amounts recognized in other comprehensive income



Before tax

Tax (expense)

benefit

Net of tax

Before tax

Tax (expense)

benefit

Net of tax

Items that will not be reclassified to statement of profit and lossRemeasurements of the defined benefit plans

(41) 14 (27) 2 (1) 1

(41) 14 (27) 2 (1) 1(d) Reconciliation of effective tax rate



% Amounts % AmountsProfit before tax 791 1,166Tax using the Company’s domestic tax rate

33.06% 261 30.90% 360

Tax effect of:Disallowable expenses 2.40% 19 (2.41%) (28)Loss of subsidiary 0.33% 3 0.32% 4Difference in tax rates 1.39% 11 0.25% 3Set off of unabsorbed business loss 0.00% - (26.58%) (310)Others (0.17%) (1) 0.25% 3Effective income tax rate 37.02% 293 2.74% 32


125

(e) Movement in deferred tax



Recognized in OCI



Deferred tax assets / (liabilities) in relation to:Allowance for Expected Credit Loss

- * - - - -

Non deductible expenses for tax purpose - Leave salary provision

21 3 - 24 24 -

Provision for employee benefits

27 (1) 14 40 26 14

MAT Entitlement # 278 - - 153 153 -Property, Plant and Equipment

(46) (1) - (47) - (47)

Total 280 1 14 170 203 (33) # Net of ` 125 utilised during the year.



Recognized in OCI



Deferred tax assets / (liabilities) in relation to:Provision for Compensated absences

14 7 - 21 21 -

Provision for Gratuity 27 1 (1) 27 28 (1)MAT Entitlement 77 201 - 278 278 -Property, Plant and Equipment

(36) (10) - (46) - (46)

Total 82 199 (1) 280 327 (47)Note 7 : Other Non - Current Assets


`


`


`Unsecured, Considered good(i) Capital Advances

(a) Related Parties 50 220 -(b) Others - 29 -

(ii) Deposits 14 83 80(iii) Others Balance with Government authorities 92 79 21Total 156 411 101


126


Note 8 : Inventories


`


`


`Raw Materials and Packing Materials 1,322 1,037 920[including goods in transit of ` Nil (March 31, 2017: ` Nil; April 1, 2016: ` 30)]Finished goods 921 563 787[including goods in transit of ` 107 (March 31, 2017: ` 7 ; April 1, 2016: ` 7)]Stock-in-trade 59 180 56Work in Progress 395 165 139Stores and spares 14 12 14Total 2,711 1,957 1,916

Note 9 : Trade Receivables


`


`


`UnsecuredReceivable from Related parties * * *Receivable from Others 1,606 1,655 2,478

1,606 1,655 2,478Of which:a) Considered good 1,605 1,655 2,475b) Doubtful 1 - 3Less: Allowance for bad and doubtful debts (1) - (3)Total 1,605 1,655 2,475

Note 10 : Cash & Cash Equivalents


`


`


`(i) Balances with Banks

(a) In current accounts 167 37 177(b) In deposit accounts with original

maturity of less than three months 8 - 65

(ii) Cash on Hand 9 3 6Total 184 40 248

Note 11 : Other Bank Balances


`


`


`In deposit accountMargin Money for Bank guarantee 4 4 4Total 4 4 4


127

Note 12 : Loans


`


`


`Unsecured, considered goodLoan to employees 63 3 1Total 63 3 1

Note 13 : Other Current Assets


`


`


`Unsecured(i) Advances other than Capital Advances

(a) Other advances including prepaid expenses (Refer Note (i) below)

266 89 130

(b) Advance to Suppliers 11 56 40(c ) Due from Directors 88 94 12

(ii) Others(a) Interest accrued on deposits but not due 2 1 -(b) Balance with Government Authorities 305 102 80(c ) Assets held for Disposal (Refer Note

(ii) below) - - 7

Total 672 342 269Notes:(i) Other advances includes sum of ` 70 (March 31, 2017: ` 70 ; April 1, 2016: ` 70) paid by way of a Rent

deposit and `* (March 31, 2017: ` Nil ; April 1, 2016: ` Nil) to a firm/LLP wherein some of the directors are partners.

(ii) Assets held for disposal consists of plant & equipment which have been identified for disposal due to replacement / obsolescence of assets which happens in the normal course of business.

Note 14 : Share Capital

Particulars As at 31st March 2018 As at 31st March 2017 As at 1st April 2016 No. of Shares

Amount (`)

No. of Shares

Amount (`)

No. of Shares

Amount (`)

Authorised:Equity Shares of ` 10 each 1,50,00,000 1,500 1,50,00,000 1,500 1,50,00,000 1,500Issued, Subscribed and Fully Paid - up:Equity Shares of ` 10 each 95,82,513 958 92,36,513 924 92,36,513 924Total 95,82,513 958 92,36,513 924 92,36,513 924


128


Reconciliation of number of equity shares and amount outstanding at the beginning and at the end of the year

Particulars No. of Shares Amount (`)At 1st April 2016 92,36,513 924Increase /(decreased) during the year - -At 31st March 2017 92,36,513 924Increase /(decreased) during the year 3,46,000 34Balance as at 31st March 2018 95,82,513 958

Notes:Terms & Rights attached to each class of shares1) The Company has only one class of equity shares having par value of ` 10 per share. Each holder of

equity shares is entitled to one vote per share.

2) The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

3) In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

4) During the year the Company has issued 3,46,000 equity shares of ` 10 each (at ` 168) including securities premium of ` 158.

Details of Shares held by shareholders holding more than 5% of the shares:

Names of Shareholders As at 31 March, 2018 As at 31 March, 2017 As at 1st April, 2016 No. of shares



Percentage

Amisco Agrochem Limited 22,21,298 22.14% 21,21,298 22.97% - -Pradeep P Dave 9,02,091 9.41% 9,02,081 9.77% 7,46,684 8.08%Samir P Dave 5,52,718 5.77% 5,52,718 5.98% - -Aimco Investment Private Limited

5,46,345 5.70% 5,46,345 5.92% 5,46,345 5.92%

Excel Crop Care Limited - - - - 23,30,120 25.23%Note 15 : Other Equity


`


`


`Statutory Reserve 1 1 1Capital Reserve on consolidation 8 8 8Securities Premium 1,346 800 800Foreign Currency Translation Reserve * - (1)Retained Earnings 554 83 (1,053)Total 1,909 892 (245)


129

Notes :(a) Statutory Reserve


`


Òpening balance 1 1Add / (Less): For the year * *Closing balance 1 1

Statutory reserve is created by appropriating 10% of the net profits of the company for the year as required by Article 255 of the UAE Commercial Company Law No.8 of 1984 as amended, concerning commercial companies in the UAE. The company may discontinue such annual transfers when the reserve totals 50% of its paid up share capital. The reserve is not available for distribution except as provided in the Federal Law. The company being a Free Zone Enterprise, Article 255 of the UAE Commercial Company Law No.8 of 1984 (as amended) does not apply.

(b) Capital Reserve on consolidation


`


Òpening balance 8 8Add / (Less): For the year * *Closing balance 8 8

Capital reserve represents excess of book value of the investment in the subsidiary company over its acquisition cost.

(c) Securities Premium


`


Òpening balance 800 800Additions / (Deletions) during the year 546 -Closing balance 1,346 800

Securities premium account represents the surplus of proceeds received over the face value of shares, at the time of issues of shares.

(d) Foreign Currency Translation Reserve


`


Òpening balance - (1)Add / (Less): For the year * 1Closing balance * -

Exchange differences relating to the translation of the results and net assets of the Group’s foreign operations from their functional currencies to the Group’s presentation currency (i.e. Currency Units) are recognised directly in other comprehensive income and accumulated in the foreign currency translation reserve. Exchange differences previously accumulated in the foreign currency translation reserve are reclassified to profit or loss on the disposal of the foreign operation.


130


(e) Retained Earnings


`


`Opening balance 83 (1,053)Add / (Less): For the year 498 1,134Add: Remeasurement of defined benefit liability / (assets) (net of tax)

(27) 2

Closing balance 554 83 Retained earnings are the profits that the company has earned till date, less any transfers to general

reserves and payment of dividend.



`


`


`Provision for employee benefits (Refer Note 31)(a) Provision for compensated absences 62 60 32(b) Provision for Gratuity 81 82 74Total 143 142 106

Note 17 : Borrowings


`


`


`Unsecured LoanLoan from related parties 1 1 1Total 1 1 1

Note 18 : Trade Payables


`


`


`(i) Dues to Micro, Small and Medium

enterprises - - -

(ii) Due to related parties - 0 -(iii) Dues to Related Parties - - -(iv) Dues to Others 3,233 3,098 3,951Total 3,233 3,098 3,951

Note: The Company has not received any information from it’s vendors regarding their status under Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures, if any, required under the said Act has not been made.


131

Note 19 : Other Liabilities


`


`


`(i) Trade/Security Deposits 33 25 16(ii) Advances from Customers 108 166 271(iii) Statutory Dues 39 148 125(iv) Book overdraft from Bank 133 75 -(v) Others - - To Related Parties 10 7 6 - To Others 144 260 114Total 467 681 532



`


`


`Provision for employee benefitsProvision for bonus 7 7 4Provision for compensated absences (Refer Note 31)

25 7 11

Provision for Gratuity (Refer Note 31) 64 8 8Provision for employee incentives 11 5 6Total 107 27 29

Note 21 : Current Tax Liabilities


`


`


`Provision for Tax 183 166 207[Net of advance tax ` 480 (March 31, 2017: ` 310 ; April 1, 2016: ` 160)]Total 183 166 207

Note 22 : Revenue from Operations


`


`(a) Sale of Products (Refer Note 39) 10,829 9,998(b) Other Operating Revenuesi) Export Incentive 190 189ii) Commission Received - 39Total 11,019 10,226


132


Note 23 : Other Income


`


à) Interest Income

i) on bank deposits 1 2ii) on loans and advances 9 12iii) from others 3 1

b) Other Non operating income (net of expenses directly attributable to such income).i) Miscellaneous Balance written back (net) 507 173ii) Miscellaneous Income 3 1iii) Rental income from operating lease - *iv) Scrap sales - 7v) Net Gain on foreign currency transactions - 6

Total (a+b) 523 202Note 24 : Cost of Materials Consumed


`


Òpening Stock 1,037 920Add: Purchases during the year 7,438 5,067Less: Closing Stock (1,322) (1,037)Total 7,153 4,950

Note 25 : (Increase) / Decrease in Inventories of finished goods, stock-in-trade and work-in-progress


`


Ìnventories at the end of the year:

Finished Goods 921 563Stock-in-trade 59 180Work In Progress 395 165

Inventories at the beginning of the year:Finished Goods 563 788Stock-in-trade 180 56Work In Progress 165 140Excise Duty Provision included in Opening Inventory (94) -

Net (increase) / decrease (561) 76Note 26 : Employee benefits expense


`


`Salaries, Wages and Bonus 514 420Contributions to Provident Fund and Other Funds (Refer Note 31) 20 17Managerial Remuneration (See Note below) 149 28Staff Welfare Expenses 13 14Total 696 479


133

Note:Managerial remuneration paid is net of recovery of excess remuneration paid in earlier years ` Nil (March 31, 2017: ` 91) Note 27 : Finance costs


`


`Interest costs:(i) Interest on borrowings - *(ii) To Supplier of Goods * -(iii) To Others - Interest on delayed payment of statutory dues and Income

Tax 27 25

- Interest on Bill discounting charges 2 - - Others 2 -Total 31 25

Note 28 : Other Expenses


`


`Consumption of stores and spare parts 91 86Bank Charges 1 -Product Registration Expenses 22 19Increase / (decrease) of excise duty on inventory - (12)Power and fuel 149 154Rent including lease rentals 70 51Repairs and maintenance - Buildings 22 21Repairs and maintenance - Machinery 56 30Repairs and maintenance - Others 13 10Insurance 11 12Rates and taxes 6 7Communication Expenses 15 15Travelling and conveyance 105 112Freight and forwarding 467 320Advertisement and Sales promotion 73 47Research & Development Expenditure 21 14Legal and professional charges 62 52Payments to Auditors (Refer Note below) 8 12Sales Tax / VAT Expenses 34 98Labour Charges 262 189Brokerage / Commission 12 43Provision for doubtful debts 1 -Loss on assets demolished 23 7Net loss on foreign currency transactions 28 *Share of loss from Associates * -ROC Fees * -Miscellaneous expenses 155 128Total 1,707 1,415


134


Note:


`


`Payments to the auditors comprises :As auditors - Statutory audit 6 6For Tax audit - 1For Taxation matters - 1For other services (includes `* paid to erstwhile auditors) 2 4Total 8 12

Note 29 Additional informations29 29.1

Contingent liabilities and commitments (to the extent not provided for)


`


`


`a) Contingent liabilities - Claims against the Company not

acknowledged as debt 44 46 46

- Estimated amount of obligation on account of non fulfillment of export commitments under various advance licences.

636 529 456

b) Commitments - For Capital expenditure 5 39 23

685 614 525

29.2 The Group’s pending litigations comprise of claims against the constituents in the Group by the parties and / or the proceedings pending with the Revenue authorities. The respective constituents in the Group has reviewed all its pending litigations and proceedings and has adequately provided for, where provisions are required or disclosed the same as contingent liabilities in the financial statements. The Group does not expect the outcome of these proceedings to have any materially adverse effect on its financial results. For details on contingent liabilities refer Note 29.1 above.

29.3 Additional information as required by Paragraph 2 of the General Instructions for Preparation of Consolidated Financial Statements to Schedule III to the Companies Act, 2013:

Name of Enterprise Net Assets i.e. total assets minus total

liabilities

Share in profit and (loss)

Share in Other comprehensive

income

Share in Total comprehensive

incomeAs % of

consolidated net assets

Amount As % of consolidated profit or (loss)



Amount

ParentAimco Pesticides Ltd.31 March 2018 101.40 2,907 101.61 506 100.00 (26.71) 101.70 47931 March 2017 101.76 1,848 101.15 1,147 50.00 1 101.06 1,148Subsidiaries:Domestic


135

Name of Enterprise Net Assets i.e. total assets minus total

liabilities

Share in profit and (loss)

Share in Other comprehensive

income

Share in Total comprehensive

incomeAs % of

consolidated net assets




Amount

Aimco Ecoscience Ltd.31 March 2018 (0.04) (0.62) 0.00 * 0.00 - 0.00 *31 March 2017 0.00 * 0.00 * 0.00 - 0.00 *ForeignAimco International FZE31 March 2018 (1.36) (38.73) (1.61) (7.54) 0.00 * (1.70) (8)31 March 2017 (1.76) (31.62) (1.15) (12.87) 50.00 1 (1.06) (11.73)AssociateKR Aimco Agro LLP31 March 2018 0.00 - 0.00 * 0.00 - 0.00 *31 March 2017 0.00 - 0.00 - 0.00 - 0.00 -Total - 31 March 2018 100.00 2,867 100.00 498 100.00 (26.71) 100.00 471- 31 March 2017 100.00 1,816 100.00 1,134 100.00 2 100.00 1,136

29.4 The Current Assets and Loans and Advances are approximately of the value stated, if realized in the ordinary course of business.

29.5 The Company is in the process of reconciling balances of some parties. The Company believes that on completion of the said process, there would be no material adjustments necessary in the accounts.

29.6 During financial year 2014-15 the Company had paid remuneration of ̀ 25 to its Managing Director. Though the Central Government has approved the appointment, the amount payable by way of remuneration needs further clarification from the Central Government. Pending receipt of the same, the remuneration paid to the Managing director was charged to the Statement of Profit and Loss. The concerned director has agreed to hold the said sum received in trust till the matter is clarified by the Central Government.

30 Leases The Company has taken office premises under Operating Lease as per Ind AS 17 ‘Leases’. These leases

have a term of 5 years with an option to renew the same.

Disclosure in respect of operating lease (as Lessee):


`


`Disclosures in respect of cancelable agreements for office and residential premises taken on lease(i) Lease payments recognized in the Statement of Profit

and Loss 70 51

(ii) Significant leasing arrangements NIL NIL The Company has given refundable interest free

security deposits under the agreements.(iii) Future minimum lease payments under non-ancelable

agreementsNot later than one year 67 53Later than one year and not later than five years 239 190Later than five years - 220


136


Disclosure in respect of operating lease (as Lessor):


`


`Disclosures in respect of cancelable agreements for office and residential premises given on lease(i) Lease receipts recognized in the Statement of Profit

and LossNIL *

(ii) Significant leasing arrangements NIL NIL31 Employee Benefits As per Ind AS 19 “Employee benefits”, the disclosures as defined are given below:I. Defined Contribution Plans The Company makes provident fund contribution to defined contribution plans for qualifying employees.

Under the schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. An amount contributed to provident fund is recognised as an expense and included in employee benefit expenses in the statement of profit and loss. The contributions payable to these plans by the Company are at the rates specified in the rules of the schemes. The amount recognised as expense for the year is as under:

Particulars 2017-18 2016-17Employer's Contribution to Provident Fund 18 16Employer's Contribution to Employees' State Insurance Corporation

2 1

II. Defined Benefit Plan The Company has defined benefit plan for payment of gratuity to all qualifying employees. It is governed

by the Payment of Gratuity Act, 1972. Under this Act, an employee who has completed five years of service is entitled to the specified benefits depending on the employee’s length of service and salary at retirement age. The Company’s defined benefit plan is Non - Funded.

There are no other post retirement benefits provided by the Company. The present value of the defined benefit obligation, the related current service cost and past service cost,

were measured using the projected unit credit method.A) Reconciliation of opening and closing balances of Defined Benefit Obligation


31st March, 2018`


`


`Defined Benefit Obligation at beginning of the year

90 82 69

Current Sevice Cost 7 6 6Past Service Cost - -Interest Expense 7 7 6Benefits paid - (3) -Remeasurements - Due to financial assumptions

(1) 3 -

Remeasurements - Due to Experience adjustments

42 (5) 1

Defined Benefit Obligation at end of the year 145 90 82


137

B) Expenses recognized during the year


31st March, 2018`


`In Income StatementCurrent Service Cost 7 6Past Service Cost - -Interest Cost 7 7Net Cost 14 13In Other Comprehensive IncomeActuarial (gain)/loss arising from changes in financial assumptions

(1) 3

Actuarial (gain)/loss arising from changes in experience adjustments

42 (5)

Net (Income) / Expense for the year recognized in OCI 41 (2)Total 55 11

C) Actuarial Assumptions


31st March, 2018`


`


`Discount Rate 7.50% 7.50% 8.00%Salary Escalation rate 5.00% 5.00% 5.00%Staff Turnover Rate 1.00% 1.00% 1.00%Mortality Table (as % of Indian Assured Lives Mortality (2006-09) Ultimate)

100.00% 100.00% 100.00%

Normal Retirement Age 60 Years 60 Years 60 YearsD) The assumption of the future salary increases, considered in actuarial valuation, takes into account the

inflation, seniority, promotion and other relevant factors. The above information is certified by the actuary.

E) Projected Benefits payable in future years from the date of reporting


`


`Year 1 66 8Year 2 13 32Year 3 5 11Year 4 3 4Year 5 2 2Next 5 years 47 25

F) Sensitivity Analysis Significant Actuarial Assumptions for the determination of the defined benefit obigation are discount rate,

salary escalation rate and withdrawal rate. The sensitivity analysis below, have been determined based on reasonably possible changes of the assumptions occuring at end of the reporting period, while holding all other assumptions constant. The result of Sensitivity analysis is given below:


138



`


`1 percentage increase in salary escalation 152 951 percentage decrease in salary escalation 140 851 percentage increase in withdrawal rate 149 921 percentage decrease in withdrawal rate 142 871 percentage increase in discount rate 138 841 percentage decrease in discount rate 154 97

Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligaiton has been calculated using “Projected Unit Credit” method as at the date of the Balance Sheet which is the same as that applied in calculating the defined benefit obligation liability recognized in Balance Sheet.

There were no changes in the methods and assumptions used in preparing the sensitivity analysis from prior years.

Risk Exposure These plans typically expose the Company to actuarial risks such as: Interest Risk, Longevity Risk and

Salary Risk.

Interest Risk A decrease in the bond interest rate will increase the plan liability.

Longevity Risk The present value of the defined benefit plan liability is calculated by reference to the best estimate of the

mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.

Salary Risk The present value of the defined benefit plan liability is calculated by reference to the future salaries of

plan participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.

G) Leave Encashment The Compensated Absences charge for the year ended 31 March 2018 ` 20 (31 March 2017 ` 24), based

on actuarial valuation carried out using the projected unit credit method.

32 Related Party Disclosures Related party disclosures as required by Ind AS 24 ‘Related Party Disclosures’ are given below:

Other Related parties with whom transactions have taken place during the year:i) KR Aimco Agro LLP - Associateii) Key Managerial Personnel (KMP) :

a) Mrs. Elizabeth Shrivastava (Managing Director)b) Mr. Pradeep P Dave (Executive Director)c) Dr. Samir P Dave ( Executive Director)d) Mr. Ashit P Dave ( Executive Director and Chief Financial Officer)e) Mr. Dushyant Patel (Chairman & Non Executive, Independent Director)f) Mr. Ramgopal Kaja (Non Executive, Independent Director)g) Mr. B. B. Bhawsar (Non Executive, Independent Director)


139

iii) Entities controlled by KMP in which the directors’ have substantial interest ( i.e. more than 20% in voting power directly or indirectly):

i) Amisco Agrochem Ltd.ii) Aimco Investment Pvt Ltd.iii) Aurangabad Oil Extraction Co Pvt Ltd.iv) All India Medical Corporationv) NDR & Co.

32.1 Details of transactions with above related parties

Nature of Transaction Entities controlled by Key Managerial

Personnel


As at 31st

March, 2018

As at 31st

March, 2017

As at 31st

March, 2018

As at 31st

March, 2017

As at 31st

March, 2018

As at 31st

March, 2017

(a) Rent paid Ashit P Dave (HUF) 10 8 Samir P Dave (HUF) 10 8 Pradeep P Dave (HUF) 7 4 Meghna Dave 10 8 Nandini Dave 10 8 Tarlika Dave 10 8 All India Medical Corpn * * NDR & Co. - *(b) Remuneration (See Notes below) Ashit P Dave 34 5 Samir P Dave 34 5 Pradeep P Dave 40 13 Elizabeth Shrivastava 40 5(c) Sitting Fees Dushyant Patel 1 1 Ramgopal kaja 1 1 Bansilal Bhavsar 1 1(d) Share of loss from Associates KR Aimco agro LLP * -(e ) Rent Received NDR & Co. - *(f) Interest on Advance paid Amisco Agrochem Limited 8 12(g) Other current asset receivable

received Elizabeth Shrivastava 4 -(h) Advance paid Ashit P Dave 2 1 Pradeep P Dave * - Amisco Agrochem Ltd - 720 KR Aimco agro LLP * -

(i) Advance received Amisco Agrochem Ltd 180 520(j) Other Liabilities repaid All India Medical Corpn * -

(k) Acquisition of Tenanted Premise Amisco Agrochem Ltd - 20(l) Borrowings Ashit P Dave * -


140


Notes:i) The remuneration of directors and key executives is determined by the remuneration committee having

regard to the performance of individuals and market trends.

The above figures do not include provisions for encashable leave, gratuity and premium paid for group health insurance, as separate actuarial valuation / premium paid are not available.

ii) Net of recovery ` Nil (March 31, 2017: ` 91)

32.2 Balances Outstanding

Name of Related parties Entities controlled by Key Managerial

Personnel


As at 31st

March, 2018

As at 31st

March, 2017

As at 31st

March, 2018

As at 31st

March, 2017

As at 31st

March, 2018

As at 31st

March, 2017

(a) Outstanding Deposits Receivable All India Medical Corpn 70 70(b) Advance Receivable Amisco Agrochem Ltd 50 223 Ashit P Dave 3 1 Pradeep P Dave * -(c) Other Current Assets Ashit P Dave 24 24 Samir P Dave 24 24 Pradeep P Dave 17 17 Elizabeth Shrivastava 21 25 KR Aimco Agro LLP * -(d) Other Liabilities Ashit P Dave 2 2 Samir P Dave 2 2 Pradeep P Dave 3 2 Elizabeth Shrivastava 3 2 All India Medical Corpn - * KR Aimco Agro LLP * -(e) Borrowings Pradeep P Dave 1 1 Ashit P Dave * -

33 Earnings per share (EPS) Basic earnings per share are calculated by dividing the net profit or loss for the year attributable to

equity shareholders (after deducting attributable taxes) by the weighted average number of equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year after adjusting for the effect of dilutive potential equity shares.


141


`


`Profit/(Loss) attributed to equityShareholders(`)

498 1,134

Weighted average number of shares at 31March, for basic and diluted EPS

93,50,266 92,36,513

Earning per Share (Basic and diluted) 5.33 12.2834 Financial Instruments

A) Capital Management For the purpose of the Company’s capital management, capital includes issued equity capital,

securities premium and all other equity reserves attributable to the equity shareholders. The primary objective of the Company’s capital management is to maximise the shareholder value.

B) Financial Instruments-Accounting Classifications and Fair value measurements (Ind AS 107)Classification of Financial Assets and Liabilities:


`


`


`Financial assetsAt Amortised costLoans 64 4 2Trade receivables 1,605 1,655 2,475Cash and cash equivalents 184 40 248Bank balances other than above 4 4 4Total 1,857 1,703 2,729Financial liabilitiesAt Amortised costBorrowings 1 1 1Trade payables 3,233 3,098 3,951Total 3,234 3,099 3,952

35 Financial risk management objectives (Ind AS 107) The Company’s Board of Directors has overall responsibility for the establishment and oversight of the

Company’s risk management framework.

The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities.

The key risks and mitigating actions are also placed before the Audit Committee of the Company.

The Company has exposure to the following risks arising from financial instruments:

A) Credit risk;

B) Liquidity risk; and

C) Market risk;


142


A) Credit risk Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument

fails to meet its contractual obligations. Credit risk arises primarily form financial assets such as trade receivables, investments in mutual funds, preference shares, debentures, derivative financial instruments, other balances with banks, loans and other receivables.

Trade and other receivables Customer credit is managed as per the Company’s established policies, procedures and control relating

to customer credit risk management. Trade receivables are non-interest bearing and are generally on 0 to 90 days credit term. Outstanding customer receivables are regularly monitored.

An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The Company does not hold collateral as security. The Company has no concentration of credit risk as the customer base is widely distributed both economically and geographically.

The Company measures the expected credit loss of trade receivables based on historical trend, industry practices and the business environment in which the entity operates. The Company has applied expected credit loss (ECL) model for recognising the allowance for doubtful debts. The Company has used a practical expedient by computing the expected credit allowance for trade receivables based on a simplified approach. The Company uses a provision matrix to determine impairment loss allowance on portfolio of its trade receivables. The provision matrix is based on its historically observed default rates over the expected life of the trade receivables and is adjusted for forward looking estimates. No ECL is required to be provided as the financial instrument has low credit risk of default.Loss rates are based on actual credit loss experience and past trends.

The following table provides information about the exposure to credit risk and Expected Credit Loss Allowance for trade and other receivables:


`


`


`0-90 days 1,246 1,094 99291 - 180 days 288 526 782181 - 360 days 69 35 699Above 360 days 3 * 5Total 1,606 1,655 2,478

Movement in provisions of doubtful debts


`


`Balance at beginning of the year - 3Movement in expected credit loss allowance 1 (3)Balance at end of the year 1 -

B) Liquidity risk Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated

with its financial liabilities that are settled by delivering cash or another financial asset.

Liquidity risk is managed by Company through effective fund management. The Company’s principal sources of liquidity are cash and cash equivalents, borrowings and the cash flow that is generated from operations. The Company believes that current cash and cash equivalents, tied up borrowing lines and


143

cash flow that is generated from operations is sufficient to meet requirements. Accordingly, liquidity risk is perceived to be low.

The following are the remaining contractual maturities of financial liabilities at the reporting date. Amounts disclosed are the contractual un-discounted cash flows.

Maturity analysis of significant financial liabilities Borrowings

Particulars Carrying Amount

Upto 1 year More than 1 year

March 31, 2018 1 1 -March 31, 2017 1 1 -April 1, 2016 1 1 -

Trade Payables

Particulars Carrying Amount

Upto 1 year More than 1 year

March 31, 2018 3,233 3,233 -March 31, 2017 3,098 3,098 -April 1, 2016 3,951 3,951 -

C) Market risk Market Risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate

because of changes in market prices. Market risk comprises three types of risk: currency risk, interest rate risk and price risk.

i) Currency Risk The Company is exposed to currency risk on account of its operating and financing activities. The

functional currency of the Company is Indian Rupee. Company’s exposure is mainly denominated in U.S. dollars (USD). The USD exchange rate has changed substantially in recent periods and may continue to fluctuate substantially in the future. The Company has put in place a Financial Risk Management Policy to Identify the most effective and efficient ways of managing the currency risks.

ii) Exposure to currency risk The currency profile of assets and liabilities are as below: (Amounts in Foreign currencies)

Particulars As at 31st March, 2018 As at 31st March, 2017 As at 1st April , 2016USD EURO AED USD EURO AED USD EURO AED

AssetsCash and cash equivalents

1 - * * - * * - *

Trade receivables 10 2 2 16 - 1 24 - 2Exposure for assets 11 2 2 16 - 1 24 - 2LiabilitiesTrade and other payables

20 - * 23 - * 37 - *

Other Current liabilities * - - * - - * - -Exposure for liabilities

20 - * 23 - * 37 - *

Net exposure (Assets - Liabilities)

(9) 2 2 (7) - 1 (13) - 2


144


(Amounts in Rupees)

Particulars As at 31st March , 2018

As at 31st March , 2017

As at 1st April , 2016

USD EURO AED USD EURO AED USD EURO AEDAssetsCash and cash equivalents

69 - 1 3 - 2 21 - 2

Trade receivables 640 141 38 1,051 - 22 1,619 - 39Exposure for assets 709 141 39 1,054 - 24 1,640 - 41LiabilitiesTrade and other payables

1,281 - 6 1,508 - 5 2,463 - 8

Other Current liabilities 6 - - 3 - - 2 - -Exposure for liabilities 1,287 - 6 1,511 - 5 2,465 - 8Net exposure (Assets - Liabilities)

(578) 141 33 (457) - 19 (825) - 33

Sensitivity analysisThe following table details the Company’s sensitivity to a 5% increase and decrease in the Rupee against the relevant foreign currencies. 5% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management’s assessment of the reasonably possible change in foreign exchange rates. This is mainly attributable to the net exposure outstanding on receivables or payables in the Company at the end of the reporting period. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 5% charge in foreign currency rate. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases. In cases where the related foreign exchange fluctuation is capitalised to fixed assets or recognised directly in reserves, the impact indicated below may affect the Company’s income statement over the remaining life of the related fixed assets or the remaining tenure of the borrowing respectively.

Impact on profit or (loss) (Amounts in Rupees)

Movement in currency (Before tax)

Increase in Exchange rate by 5% Decrease in Exchange rate by 5%

Particulars For the year ended

31st March, 2018

For the year ended

31st March, 2017

For the year ended

31st March, 2016

For the year ended

31st March, 2018

For the year ended

31st March, 2017

For the year ended

31st March, 2016

USD (29) (23) (41) 29 23 41EURO 7 - - (7) - -AED 2 1 2 (2) (1) (2)

36 Segment Informationa) Primary segment - Business segment: The Group has only one business segment namely “Agrochemicals” as primary segment. Since the

entire business of the Group is from agrochemicals, there are no other primary reportable segments. Hence, the disclosures as required under Ind AS 108 “Operating Segments “ qua the primary segment is not given.


145

b) Secondary segment - Geographical segment: The geographical segment is based on the geographical location of the customers. The secondary

segment information for year ended 31st March, 2018 is as under:


`


`


`Revenue:India 3,151 3,637Outside India 7,678 6,361Total 10,829 9,998Carrying amount of assets:India 6,112 4,853 3,824Outside India 889 1,078 1,681Total 7,001 5,931 5,505Capital Expenditure in India 821 386 93

37 Details of loans given and investment made covered under section 186(4) of the Act:a) Loans and Advances:

Name of Party Opening balance

Additions Deduction Closing Balance

All India Medical Corporation 70 --- --- 70Note: Amount paid to All India Medical Corporation is by way of a rent deposit.

38 Transition to Ind AS These are the Company’s first financial statements prepared in accordance with Ind AS. The Company

has adopted all the Ind AS and the adoption was carried out in accordance with Ind AS 101 - First time adoption of Indian Accounting Standards. The transition was carried out from Generally Accepted Accounting Principles in India (Indian GAAP) as prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, which was the ‘Previous GAAP’.

The Significant Accounting Policies set out in Note No. 2 have been applied in preparing the financial statements for the year ended 31st March 2018, 31st March 2017 and the opening balance sheet as on the date of transition i.e. 1st April 2016.

In preparing its Ind AS Balance Sheet as at 1st April 2016 and in presenting the comparative information for the year ended 31st March 2017, the Company has adjusted amounts previously reported in the financial statements prepared in accordance with Previous GAAP. This note explains the principal adjustments made by the Company in restating its financial statements prepared in accordance with Previous GAAP, and how the transition from Previous GAAP to Ind AS has affected the Company’s financial position, financial performance and cash flows.

A) Explanation of transition to Ind AS In preparing the financial statements, the Company has applied the below mentioned optional exemptions

and mandatory exceptions.

I. Optional Exemptions availed Deemed cost for property, plant and equipment and intangible assets

The Company has elected to measure all its property, plant and equipment and intangible assets at the Previous GAAP carrying amount as its deemed cost on the date of transition to Ind AS.


146


II. Mandatory Exceptions(i) Estimates

On assessment of the estimates made under the Previous GAAP financial statements, the Company has concluded that there is no necessity to revise the estimates under Ind AS, as there is no objective evidence of an error in those estimates. However, estimates that were required under Ind AS but not required under Previous GAAP are made by the Company for the relevant reporting dates reflecting conditions existing as at that date.

(ii) Derecognition of financial assets and financial liabilities

Derecognition of financial assets and liabilities as required by Ind AS 109 is applied prospectively i.e. after the transition date.

(iii) Classification and measurement of financial assets

Ind AS 101 requires an entity to assess classification of financial assets on the basis of facts and circumstances existing as on the date of transition. Further, the standard permits measurement of financial assets accounted at amortised cost based on facts and circumstances existing at the date of transition if retrospective application is impracticable.

Accordingly, the Company has determined the classification of financial assets based on facts and circumstances that exist on the date of transition. Measurement of financial assets accounted at amortised cost has been done retrospectively except where the same is impracticable.

B) Reconciliation of Balance Sheet as at 1st April, 2016 (Transition date) and 31st March, 2017


As at 31st March, 2017(End of the last period presented under

previous GAAP)


Previous GAAP


Ind AS

Amount as per Ind AS

balance sheet

Previous GAAP


Ind AS


balance sheetA ASSETS1 Non Current

Assets(a) Property, Plant and Equipment 713 - 713 388 - 388(b) Capital work-in-progress 517 - 517 12 - 12(c) Goodwill 8 - 8 8 - 8(d) Financial Assets:- Loans 1 - 1 1 - 1(e) Deferred Tax Asset (Net)

i 415 (135) 280 217 (135) 82

(f) Other Non Current Assets 411 - 411 101 - 101Total Non Current Assets

2,065 (135) 1,930 727 (135) 592

2 Current assets(a) Inventories 1,957 - 1,957 1,916 - 1,916(b) Financial Assets:


147


As at 31st March, 2017(End of the last period presented under

previous GAAP)


Previous GAAP


Ind AS


balance sheet

Previous GAAP


Ind AS


balance sheet(i) Trade receivables 1,655 - 1,655 2,475 - 2,475(ii) Cash and cash equivalents 40 - 40 248 - 248(iii) Bank balances other than (ii) above 4 - 4 4 - 4(iv) Loans 3 - 3 1 - 1(c) Other current assets 342 - 342 269 - 269Total Current Assets

4,001 - 4,001 4,913 - 4,913

Total Assets 6,066 (135) 5,931 5,640 (135) 5,505B EQUITY AND

LIABILITIES1 Equity

(a) Equity Share capital 924 - 924 924 - 924(b) Other Equity E 1,027 (135) 892 (110) (135) (245)Total equity 1,951 (135) 1,816 814 (135) 679Liabilities

2 Non-Current liabilitiesProvisions 142 - 142 106 - 106Total Non-Current liabilities

142 - 142 106 - 106

3 Current liabilities(a) Financial Liabilities:(i) Borrowings 1 - 1 1 - 1(ii) Trade payables 3,098 - 3,098 3,951 - 3,951(b) Other liabilities 681 - 681 532 - 532(c) Provisions 27 - 27 29 - 29(d) Current Tax Liabilities (Net) 166 - 166 207 - 207Total Current liabilities 3,973 - 3,973 4,720 - 4,720Total Liabilities 4,115 - 4,115 4,826 - 4,826Total Equity and Liabilities

6,066 (135) 5,931 5,640 (135) 5,505


148


C) Reconciliation of Statement of Profit and Loss (SOP&L) for the year ended 31st March, 2017

Particulars Notes Previous GAAP

Ind AS adjustment

Amount as per Ind AS SOP&L

1 Revenue from Operations ii 9,949 277 10,2262 Other income 202 2023 Total Income (1+2) 10,151 277 10,4284 Expenses

(a) Cost of materials consumed 4,950 4,950(b) Purchases of stock-in-trade 1,980 1,980(c) (Increase) / Decrease in Inventories of

finished goods, stock-in-trade and work-in-progress

76 76

(d) Excise duty on sale of goods ii - 277 277(e) Employees benefits expense iii 477 2 479(f) Finance costs 25 25(g) Depreciation and amortisation expense 60 60(h) Other expenses 1,415 1,415Total expenses (4) 8,983 279 9,262

5 Profit/(loss) before exceptional items and tax (1-4) 1,168 (2) 1,166

6 Exceptional Items7 Profit/(loss) before tax (5-6) 1,168 (2) 1,1668 Tax expense:

Current Tax (231) (231)Deferred Tax credit / (expense) 198 1 199

(33) 1 (32)9 Profit (Loss) for the period from continuing

operations (7-8) 1,135 (1) 1,134

10 Profit/(loss) from discontinued operations11 Tax expense of discontinued operations12 Profit/(loss) from Discontinued operations

(after tax) (10-11) 13 Profit/(loss) for the period (9+12) 1,135 (1) 1,13414 Other Comprehensive Income


- Remeasurement of Defined benefit plans

iii 2 2

A (ii) Income tax relating to items that will not be reclassified to Statement of Profit and Loss

- Remeasurement of Defined benefit plans iii (1) (1)B (i) Items that will be reclassified to

Statement of Profit and Loss - Exchange differences in translating

the financial statements of foreign operations

1 1

B (ii) Income tax relating to items that will be reclassified to Statement of Profit and Loss

15 Total other comprehensive income (A (i - ii) + B(i - ii)) 1 1 2

16 Total comprehensive income for the period (13+15)

1,136 0 1,136


149

D) Explanation of material adjustments to Statement of Cash Flows for the year ended 31 March 2017:

The transition from Previous GAAP to Ind AS has no material impact on the Statement of Cash Flows.

E) Reconciliation of Equity:


`


`Equity as per previous GAAP 1,951 814Tax adjustments -135 -135Equity as per Ind AS 1,816 679

F) Reconciliation of Total Comprehensive Income:


`Profit as per previous GAAP 1,135Remeasurement of Defined benefit plans (net of taxes) -2Income tax relating to above item 1Net profit after tax as per Ind AS 1,134Other Comprehensive Income (net of taxes) 1Exchange differences in translating the financial statements of foreign operation 1Total Comprehensive Income as per Ind AS 1,136

Notes:(i) Deferred Tax Under previous GAAP, deferred tax accounting was done using the income statement approach,

which focuses on differences between taxable profits and accounting profits for the period.

Under Ind AS, accounting of deferred taxes is done using the Balance sheet approach, which focuses on temporary differences between the carrying amount of an asset or liability in the balance sheet and its tax base.

(ii) Excise Duty Under previous GAAP, revenue from sale of products was presented net of Excise Duty under

revenue from operations.

Under Ind AS, revenue from sale of products includes excise duty. The corresponding excise duty expense is presented under other expenses in the statement of profit and loss. The change does not affect the total equity as at 1st April, 2016 and 31st March, 2017, profit before tax or total profit for the year ended 31st March, 2017.

(iii) Remeasurement of Defined benefits liabilities Under previous GAAP the company recognised remeasurement of defined benefits plans in statement

of profit and loss . Under Ind AS, remeasurement of defined benefits plans are recognised in Other Comprehensive Income.


150


(iv) Other Comprehensive Income Under Ind AS, all items of income and expense recognised in a period should be included in statement

of profit and loss for the period, unless a standard requires or permits otherwise. Items of income and expense that are not recognised in statement of profit and loss but are shown in the statement of profit and loss as ‘other comprehensive income’ includes remeasurements of defined benefit plans. The concept of other comprehensive income did not exist under previous GAAP.

(v) The previous year I-GAAP figures have been reclassified/regrouped to make them comparable with Ind AS presentation.

39 In accordance with Ind AS 18 on “Revenue” and Schedule III to the Companies Act, 2013, Sales for the pervious year ended 31st March 2017 and for the period 1st April to 30 June 2017 were reported gross of Excise Duty and net of Value Added Tax (VAT)/Sales Tax. Excise Duty was reported as a separate expenses line item. Consequent to the introduction of Goods and Services Tax (GST) with effect from 1st July 2017, VAT/Sales Tax, Excise Duty etc. have been subsumed into GST and accordingly the same is not recognised as part of Sales as per the requirements of Ind AS 18. This has resulted in lower reported sales in the current year in comparison to the sales reported under the pre-GST structure of indirect taxes. With the change in structure of indirect taxes, expenses are also being reported net of taxes. Accordingly, Financial Statments for the year ended 31st March 2018 and in particular, Sales, absolute expenses, elements of Working Capital (Inventories, Trade payable, other current assets/current liabilities etc.) and ratios in percentage of sales, are thus not comparable with the figures of the previous year.

40 The figures of the previous year have been regrouped / reclassified wherever necessary. Figures in bracket are in respect of the previous year.










Form No. MGT-11PROXY FORM

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

AIMCO PESTICIDES LIMITEDCIN: L24210MH1987PLC044362

Registered Office: B-1/1, MIDC Industrial Area, Lote Parshuram, Village: Awashi, Taluka: Khed, District: Ratnagiri, Maharashtra 415 707

Tel No: 91-22-67604000 Fax No: 91-22 67604060/4070 E-mail: [email protected] Website: www.aimcopesticides.com

Name of the Member (s)Registered addressE-mail IdFolio No/ Client IdDP ID

I/We, being the member (s) holding …………. shares of the above named company, hereby appoint

1. Name: _____________________________________________________________________________________________________

Address: __________________________________________________________________________________________________

E-mail Id: __________________________________________________________________________________________________

Signature: _______________________________________________________________________________or failing him

2. Name: _____________________________________________________________________________________________________

Address: __________________________________________________________________________________________________

E-mail Id: __________________________________________________________________________________________________

Signature: _______________________________________________________________________________or failing him

3. Name: _____________________________________________________________________________________________________

Address: __________________________________________________________________________________________________

E-mail Id: __________________________________________________________________________________________________

Signature: _______________________________________________________________________________

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 31st Annual General Meeting of the company, to be held on September 28, 2018 at 11.00 a.m. at B-1/1, MIDC Industrial Area, Lote Parshuram, Village: Awashi, Taluka: Khed, District: Ratnagiri, Maharashtra- 415 707 and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution No.

Resolution For Against

Ordinary Business:

1 To receive, consider and adopt the Standalone and Consolidated Statement of Accounts for the Financial Year ended March 31, 2018 together with the reports of the Board of Directors and Auditors thereon.

2 To declare dividend of Re. 1 per equity share of ` 10/- each for the financial year ended March 31, 2018.

3 To appoint a Director in place of Dr. Samir Dave (DIN: 001884680) who retires by rotation and being eligible, offers himself for re-appointment.

Special Business:

4 To consider and if thought fit, to pass with or without modification(s), resolution for appointment and remuneration of M/s. N. Ritesh & Associates, Cost Accountant having Firm Registration No.: R100675.

Signed this____________________ day of________________________ 2018

Signature of shareholder(s) ___________________________________

_________________________ __________________________ ____________________________Signature of Proxy holder(s) Signature of Proxy holder(s) Signature of Proxy holder(s)

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

Affix ` 1Revenue

Stamp

TEAR

HER

E

AIMCO PESTICIDES LIMITED CIN: L24210MH1987PLC044362

Registered Office: B-1/1, MIDC Industrial Area, Lote Parshuram, Village: Awashi, Taluka: Khed, District: Ratnagiri, Maharashtra 415 707

Tel No: 91-22-67604000 Fax No:91-22 67604060/4070 E-mail:[email protected] Website:www.aimcopesticides.com

Attendance Slip

31st Annual General Meeting – September 28, 2018

(To be handed over at the entrance of the Meeting Hall)

DP ID-Client ID*/ Folio No.

Name of the Member (s) / Proxy (In Block Letters):

Name of Joint Holder(s)

No. of Shares held

I certified that I am a member/proxy of the member of the Company.

I hereby record by presence at the Annual General Meeting of the Company at Friday, September 28, 2018 at 11.00 a.m. at B-1/1, MIDC Industrial Area, Lote Parshuram, Village: Awashi, Taluka: Khed, District: Ratnagiri, Maharashtra- 415 707.

____________________________

Signature of Shareholder(s)/Proxy#

Notes:

1. Shareholders are requested to bring their copies of Annual Report at the AGM.

2. * Applicable for investors holding shares in electronic form.

3. # Please strike off whichever is not applicable.

TEAR

HER

E

TEAR

HER

E

14/08/2018 Subject: - Updating the necessary KYC details and intimation to dematerialise physical securities. Dear Sir/Madam,We refer to the SEBI Circulars No SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated 20th April 2018 by which it has directed all the listed companies to record the PAN of all the shareholders and Bank Account details of registered shareholder. We would also like to register other KYC details such as email id, mobile number, specimen signature and nomination. We request you to submit the relevant documents within 21 days from the date of this letter. Kindly refer to the list of supporting documents to be submitted for updating your KYC details.

Sr. No

REQUEST TO BE UPDATED

SUPPORTING DOCUMENTS

A PAN • Self- attested legible copy of PAN card (exempted for Sikkim Shareholders)B BANK ACCOUNT

DETAILS• Self- attested legible copy of address proof. Any 1 from,a. Utility bill (not older than 3 months) b. Aadhaar Card c. Passport.• Original cancelled cheque leaf of registered shareholder• Legible copy of Bank Statement/Passbook with details of registered

shareholder viz. name, address, account number etc. duly attested by Bank Manager or equivalent (If shareholders’ name is not printed on chq leaf)

C SPECIMEN SIGNATURE

• Affidavit for change of signature shares/bonds, duly notarised on non-judicial stamp paper of ` 100/- *

• Format for signature verification *• Original cancelled cheque leaf• Legible copy of Bank Statement/Passbook with details of shareholder viz.

name, address, account number etc. duly attested by Bank Manager or equivalent (If shareholders’ name is not printed on chq leaf)

D EMAIL ID • To be mentioned in the space as given below in point DE MOBILE NO. • To be mentioned in space as given in point EF NOMINATION • Nomination Registration form *

Note: - 1. * The relevant formats are available on our website www.linkintime.co.in Resources Downloads

General Formats for KYC.2. Single copy of document is sufficient for updating multiple requests.Further as per SEBI circular SEBI/LAD-NRO/GN/2018/24 dated 08th June 2018, BSE circular no. LIST/COMP/15/2018-19 dated 05th July, 2018 and NSE Ref. No NSE/CML/2018/26 dated 09th July, 2018 shareholders are advised to dematerialise their physical securities since requests for effecting transfer of physical securities (except in case of transmission or transposition of securities) shall not be permitted from 05th December 2018.Kindly note that, as per SEBI directive, enhanced due diligence procedure will be applicable if KYC requirements are not fulfilled.

Yours faithfully,For Link Intime India Pvt Ltd

Sd/-Authorised Signatory

Link Intime India Pvt. Ltd. CIN: U67190MH1999PTC118368

C -101, 247 Park, L.B.S.Marg, Vikhroli (West), Mumbai - 400083Tel: 022-49186270

Email: [email protected] • Website: www.linkintime.co.in

14/08/2018ToLinkintime India Private Limited C 101, 247 Park, L.B.S.Marg, Vikhroli (West), Mumbai - 400083.

Dear Sir Madam,We are forwarding herewith the required details and supporting documents,

A For registering PAN of registered shareholder and joint shareholders Registered shareholder Joint holder 1 Joint holder 2 Joint holder 3

B For registering Bank details of registered shareholder only Aadhaar /Passport/utility bill Original cancelled cheque leaf Bank Passbook/Bank Statement

C For registering the Specimen Signature of registered shareholder and joint shareholders Affidavit Format for signature verification Original cancelled cheque leaf

Bank Passbook/Bank Statement

D For Updating the email id of registered shareholder only: __________________________________

E For updating Mobile No. of registered shareholder only:F For registering the nominee details by the registered shareholder only: Nomination Registration

form

Note: - 1. Shareholders from Sikkim can provide self-attested copy of Aadhaar Card/Voters Card/Driving

License/Passport or any other identity proof as issued by Govt. 2. Single copy of document is sufficient for updating multiple requests.

I /We hereby state that the above mentioned details are true and correct and we consent towards updating the particulars based on the self-attested copies of the documents enclosed by affixing my/our signature(s) to it

Sign: ______________ Sign: ______________ Sign: ______________ Sign: ______________Registered holder Joint holder 1 Joint holder 2 Joint holder 3

This is a computer generated letter and hence no signature required. If you have already submitted the documents for updating KYC or have dematerialised your physical securities then please do not submit the documents again.

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AIMCO PESTICIDES LIMITED - Bombay Stock Exchange · 2018-10-03 · AIMCO PESTICIDES LIMITED 2...

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